Exhibit 10.1


 


Execution Version 


 



 


SECOND AMENDED AND RESTATED SECURITY AGREEMENT


 


dated as of November 4, 2019

(effective as of November 20, 2019)


 


among


 


UNITED RENTALS, INC.,


UNITED RENTALS (NORTH AMERICA), INC.


and certain of their Subsidiaries,

as the Grantors,


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Note Trustee and Collateral Agent


 





 



 



    


     


    




 





Table of Contents


 




	 	 	 	 	Page	 
	 	 	 	 	 	 
	SECTION 1.	 	Defined Terms	 	2	 
	 	 	 	 	 	 
	SECTION 2.	 	Grant of Lien	 	2	 
	 	 	 	 	 	 
	SECTION 3.	 	Perfection and Protection of Security Interest	 	7	 
	 	 	 	 	 	 
	SECTION 4.	 	[Reserved]	 	10	 
	 	 	 	 	 	 
	SECTION 5.	 	Jurisdiction of Organization	 	10	 
	 	 	 	 	 	 
	SECTION 6.	 	Title to, Liens on, and Sale and Use of Collateral	 	10	 
	 	 	 	 	 	 
	SECTION 7.	 	Access and Examination	 	10	 
	 	 	 	 	 	 
	SECTION 8.	 	[Reserved]	 	10	 
	 	 	 	 	 	 
	SECTION 9.	 	Limitation on Pledged Equity	 	11	 
	 	 	 	 	 	 
	SECTION 10.	 	[Reserved]	 	11	 
	 	 	 	 	 	 
	SECTION 11.	 	[Reserved]	 	11	 
	 	 	 	 	 	 
	SECTION 12.	 	Right to Cure	 	12	 
	 	 	 	 	 	 
	SECTION 13.	 	Power of Attorney	 	12	 
	 	 	 	 	 	 
	SECTION 14.	 	The Collateral Agent’s and the Other Secured Parties’ Rights, Duties and Liabilities	 	13	 
	 	 	 	 	 	 
	SECTION 15.	 	Patent, Trademark and Copyright Collateral	 	14	 
	 	 	 	 	 	 
	SECTION 16.	 	Voting Rights; Dividends; Etc.	 	15	 
	 	 	 	 	 	 
	SECTION 17.	 	Indemnification	 	16	 
	 	 	 	 	 	 
	SECTION 18.	 	Limitation on Liens on Collateral	 	16	 
	 	 	 	 	 	 
	SECTION 19.	 	Additional Second Lien Obligations Arrangements	 	16	 
	 	 	 	 	 	 
	SECTION 20.	 	The Collateral Agent	 	20	 
	 	 	 	 	 	 
	SECTION 21.	 	Remedies; Rights Upon Event of Default; Application of Proceeds	 	26	 
	 	 	 	 	 	 
	SECTION 22.	 	Grant of License to Use Proprietary Rights	 	31	 
	 	 	 	 	 	 
	SECTION 23.	 	Limitation on the Collateral Agent’s and the Other Secured Parties’ Duty in Respect of Collateral	 	31	 
	 	 	 	 	 	 
	SECTION 24.	 	Miscellaneous	 	32	 



 






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Annexes


 


	Annex A	-	 	Definitions	 




  


Schedules


 


	Schedule I	-	 	Pledged Equity and Pledged Debt	 




 


	Schedule II	-	 	Jurisdictions of Organization	 




 


	Schedule III	-	 	Patents, Trademarks and Copyrights




 


Exhibits


 


	Exhibit A	-	 	Security Agreement Supplement




 


	Exhibit B	-	 	Secured Party Security Agreement Supplement




 


 



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SECOND AMENDED AND RESTATED SECURITY
AGREEMENT


 


This Second Amended and
Restated Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time,
this “Agreement”), is dated as of November 4, 2019, and effective as of November 20, 2019, among UNITED RENTALS,
INC., a Delaware corporation (“Holdings”), UNITED RENTALS (NORTH AMERICA), INC., a Delaware corporation (the
 “Company”), the other Persons listed on the signature pages hereof as Grantors (together with Holdings, the
Company and each Additional Grantor, the “Grantors”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association, as trustee under the Indenture (in such capacity, together with any successor trustee, the “Note Trustee”),
each Additional Second Lien Agent from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association, as collateral agent for the Secured Parties (in such capacity, together with any successor collateral agent pursuant
to Section 20(f), the “Collateral Agent”).


 


W I T N E S S E T H :


 


WHEREAS, on March 26,
2015, the Company and the other Grantors entered into that certain indenture pursuant to which the Company’s 4.625% Senior
Secured Notes due 2023 were issued (the “2015 Secured Indenture”);


 


WHEREAS, pursuant to
the 2015 Secured Indenture, the Grantors entered into the Amended and Restated Security Agreement, dated as of March 26, 2015,
and effective as of April 13, 2015 (the “Original Security Agreement”), among the Grantors, the trustee under
the 2015 Secured Indenture and the Collateral Agent, in order to grant to the Collateral Agent (for the ratable benefit of the
secured parties thereunder) a second priority security interest in the Collateral (as herein defined) to secure their respective
Indenture Obligations;


 


WHEREAS, on November
4, 2019, the Company, the other Grantors, the Note Trustee and the Collateral Agent entered into the Indenture pursuant to which
the Company’s 3.875% Senior Secured Notes due 2027 were issued;


 


WHEREAS, on November
4, 2019, the Note Trustee entered into a Secured Party Security Agreement Supplement as an “Additional Second Lien Agent”
under the Original Security Agreement (the Original Security Agreement as supplemented by the Secured Party Security Agreement
Supplement, the “Existing Security Agreement”);


 


WHEREAS, on November
4, 2019, the parties to the Existing Security Agreement, other than the trustee under the 2015 Secured Indenture, entered into
this Agreement, which will become effective on the redemption date of the Company’s 4.625% Senior Secured Notes due 2023;


 


WHEREAS, on November
20, 2019, the Company’s 4.625% Senior Secured Notes due 2023 will be redeemed in full;


 


WHEREAS, the parties
hereto desire to amend and restate the Existing Security Agreement in its entirety on the terms and subject to the conditions hereinafter
set forth, effective on such date;


 



     


     


    




 


WHEREAS, pursuant to
the Indenture, the Grantors are permitted to incur Additional Second Lien Debt constituting Additional Second Lien Obligations
pursuant to which holders of such Additional Second Lien Obligations (or a representative thereof) shall join this Agreement and
the Grantors shall grant to the Collateral Agent (for the ratable benefit of such holders of such Additional Second Lien Obligations),
a second priority security interest in the Collateral to secure their respective Additional Second Lien Obligations;


 


WHEREAS, the relative
rights, remedies and priorities of the Secured Parties and the First Lien Secured Parties in respect of the Collateral are governed
by the Amended and Restated Intercreditor Agreement, dated as of November 4, 2019, and effective as of November 20, 2019 (as may
be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor
Agreement” and, together with any Acceptable Intercreditor Agreement, the “Applicable Intercreditor Agreements”),
among the Credit Agreement Agent, each Additional First Lien Agent (as defined in the Intercreditor Agreement) from time to time
party thereto, the Note Trustee, the Collateral Agent, and any Additional Second Lien Agent from time to time party thereto;


 


NOW, THEREFORE, in consideration
of the promises and mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree to amend and restate, effective as of November 20, 2019, the
Existing Security Agreement to read in its entirety as follows:


 


SECTION
1.      Defined
Terms. All capitalized terms used but not otherwise defined herein have the meanings given to them in Annex A hereto. All other
undefined terms contained in this Agreement, unless the context indicates otherwise, have the meanings provided for by the Uniform
Commercial Code as in effect from time to time in the applicable jurisdiction (the “UCC”) to the extent the
same are used or defined therein. All references to any asset described in the definition of the term “Collateral”,
or to any proceeds thereof, shall be deemed to be references thereto except to the extent such asset is an Excluded Asset.


 


SECTION
2.      Grant
of Lien. As security for the due and prompt payment and performance when due (whether at the stated maturity, by acceleration
or otherwise) by each Grantor of all of the present and future Secured Obligations of such Grantor, each Grantor hereby grants
to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security
Interest”) in and continuing lien on all of such Grantor’s right, title and interest in or to any and all of the
following properties and assets of such Grantor and all powers and rights of such Grantor in all of the following (including the
power to transfer rights in the following), whether now owned or existing or at any time hereafter acquired or arising, regardless
of where located (collectively, the “Collateral”):


 


(i)         
all Accounts;


 


(ii)        
all Inventory, including all Rental Equipment;


 


(iii)       
all leases of Inventory, Equipment and other Goods (whether or not in the form of a lease agreement), including all Leases;


 



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(iv)      
all documentation evidencing rights in any Inventory or Equipment, including all certificates, certificates of title, manufacturer’s
statements of origin, and other collateral instruments;


 


(v)        
all contract rights, including contract rights in respect of any Like-Kind Exchange;


 


(vi)       
all Chattel Paper;


 


(vii)      
all Documents;


 


(viii)     
all Instruments;


 


(ix)       
all Supporting Obligations and Letter-of-Credit Rights;


 


(x)        
all General Intangibles (including Payment Intangibles and Software);


 


(xi)       
all Goods;


 


(xii)      
all Equipment;


 


(xiii)     
all Investment Property, including the following (the “Security Collateral”):


 


(A)            
the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions,
return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect
of or in exchange for any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon
or with respect thereto;


 


(B)             
all additional shares of stock and other equity interests of or in any issuer of the Initial Pledged Equity, any successor
entity or any other entity from time to time organized, created or acquired by such Grantor in any manner (such equity interests,
together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing
such additional shares or other equity interests, and all dividends, distributions, return of capital, cash, instruments and other
property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares
or other equity interests and all subscription warrants, rights or options issued thereon or with respect thereto;


 


(C)             
the Initial Pledged Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all interest, cash, instruments
and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all
of the Initial Pledged Debt; and


 






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(D)            
all additional indebtedness from time to time owed to such Grantor (such indebtedness, together with the Initial Pledged
Debt, being the “Pledged Debt”) and the instruments, if any, evidencing such indebtedness, and all interest,
cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange
for any or all of such indebtedness;


 


(xiv)        
all money, cash, cash equivalents, securities and other property of any kind of such Grantor held directly or indirectly
by the Collateral Agent, any other Second Lien Agent, the Credit Agreement Agent, any other First Lien Agent, any Lender (as defined
in the ABL Credit Agreement), any Lender (as defined in the Term Credit Agreement) or any of their Affiliates;


 


(xv)          
all of such Grantor’s Material Accounts, credits, and balances with and other claims against the Collateral Agent,
any other Second Lien Agent, the Credit Agreement Agent, any other First Lien Agent, any Lender (as defined in the ABL Credit Agreement),
any Lender (as defined in the Term Credit Agreement) or any of their Affiliates or any other financial institution with which such
Grantor maintains deposits, including all Payment Accounts;


 


(xvi)        
all books, records and other property related to or referring to any of the foregoing, including books, records, account
ledgers, data processing records, computer software and other property; and


 


(xvii)     
all accessions to, substitutions for and replacements, products and proceeds of any of the foregoing, including, but not
limited to, proceeds of any insurance policies, claims against third parties, and condemnation or requisition payments with respect
to all or any of the foregoing;


 


provided, however, the “Collateral”
shall not include the following (collectively, the “Excluded Assets”):


 


(a)      
any rights, titles or interests of a Grantor in any instrument, permit, General Intangible, Lease, license or agreement
to which such Grantor is a party (other than any of the foregoing with or by any other Grantor or any Subsidiary or other controlled
Affiliate of a Grantor) or any of its right, title or interest thereunder to the extent, but only to the extent, that a grant of
a security interest therein to the Collateral Agent would, under the terms of such instrument, permit, General Intangible, Lease,
license or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation
or unenforceability of or create a right of termination in favor of or require the consent (which has not been obtained or waived)
of any other party under, such instrument, permit, General Intangible, Lease, license or agreement, provided that the foregoing
exclusion shall not be construed to apply to the extent any such term is ineffective or unenforceable under the UCC (including
Sections 9-406, 9-407, 9-408 or 9-409) or any other applicable law so that no breach, default, abandonment, invalidity or unenforceability
would occur;


 






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(b)      
any asset to the extent the granting of a security interest therein to the Collateral Agent is prohibited by applicable
law or would require the consent, approval, license or authorization of any Governmental Authority or other third party (except
a Grantor or any Subsidiary or other controlled Affiliate of a Grantor) that has not been obtained or waived; provided that
the foregoing exclusion shall not be construed to apply to the extent any such prohibition or requirement for consent, approval,
license or authorization is ineffective or unenforceable under the UCC (including Sections 9-406, 9-407, 9-408 or 9-409) or any
other applicable law;


 


(c)      
any of the outstanding voting equity or other voting ownership interests of a Foreign Subsidiary or Foreign Subsidiary Holding
Company in excess of 65% of the voting power of all classes of equity or other ownership interests of such Foreign Subsidiary or
Foreign Subsidiary Holding Company entitled to vote;


 


(d)      
any “intent-to-use” United States of America based trademark or service mark application until such time that
a statement of use has been filed with the United States Patent and Trademark Office (“USPTO”) for such application,
unless the grant of a security interest therein would not render such “intent-to-use” based trademark or service mark
application invalid or subject to cancellation;


 


(e)      
any property that is subject to a Lien securing purchase money obligations, Capital Lease Obligations (as defined in the
ABL Credit Agreement) or sale/leaseback Indebtedness permitted under the Indenture and Additional Second Lien Agreements (if any)
pursuant to documents that prohibit such Grantor from granting any other Liens in such property, and such prohibition has not been
or is not waived or the consent of the other party to such contract has not been or is not otherwise obtained or under Requirements
of Law such prohibition cannot be waived, and only for so long as such Indebtedness remains outstanding;


 


(f)       
(i) any assets subject to a Securitization Transaction or (ii) Accounts, Leases, contractual rights or any other assets
subject to any Like-Kind Exchange;


 


(g)      
the equity interests, and any certificates or instruments in respect thereof, in any unlimited liability company organized
under the laws of Nova Scotia;


 


(h)      
the equity interests, and any certificates or instruments in respect thereof, in any joint venture or non-wholly owned Subsidiary,
the governing agreements of which prohibit the pledge or other granting of security over equity interests in such Subsidiary and
such prohibition has not been or is not waived or the consent of the other party to such contract has not been or is not otherwise
obtained or under Requirements of Law such prohibition cannot be waived;


 


(i)       
any real property or any fee interest or leasehold interest in real property, including fixtures affixed or attached thereto;


 


(j)       
any Titled Goods (other than Merchandise and Consumables Inventory and Rental Equipment);


 






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(k)            
any Letter-of-Credit Rights not constituting Supporting Obligations in respect of any Collateral to the extent any of the
Grantors is required by applicable law or contract to apply the proceeds of a drawing of such letter of credit for a specified
purpose (other than a payment to a Grantor);


 


(l)             
any right, title or interest in or to any copyrights, copyright licenses, patents, patent applications, patent licenses,
trade secrets, trade secret licenses, trademarks, service marks, trademark and service mark applications, trade names, trade dress,
trademark licenses, technology, know-how and processes or any other intellectual property, in each case, governed by or arising
or existing under, pursuant to or by virtue of the laws of any jurisdiction other than the United States of America or any state
thereof;


 


(m)           
any asset not required to be pledged as security for the First Lien Obligations;


 


(n)            
any assets with respect to which the Credit Agreement Agent and the Company have reasonably agreed that the cost, tax consequences
or any legal or regulatory consequences of creating and/or perfecting a security interest therein is excessive in relation to the
benefit to the First Lien Secured Parties of the security to be afforded thereby; provided that the Company has notified
the Collateral Agent in writing of such agreement; and


 


(o)            
Excluded Stock Collateral (as defined below) but only to the extent that the inclusion of such Excluded Stock Collateral
in the Collateral would require the Company to file separate financial statements for any subsidiary with the SEC (or any other
governmental agency).


 


Subject to any limitations set forth herein,
all of the Secured Obligations of any Grantor shall be secured by all of the Collateral of such Grantor and any other property
of such Grantor that secures any of the Secured Obligations (but in any event subject to the prior security interests granted to
the First Lien Secured Parties as provided in any Applicable Intercreditor Agreement).


 






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SECTION
3.      Perfection
and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Indenture and Additional Second
Lien Agreements (if any) and subject to any Applicable Intercreditor Agreement, each Grantor shall, at its expense, perform
all steps reasonably required to perfect, maintain or protect the Collateral Agent’s Liens (subject, in each case, to
the prior security interest granted to the First Lien Secured Parties as provided in any Applicable Intercreditor Agreement),
including: (i) executing filings pursuant to the UCC in the office of the secretary of state (or similar central filing
office) of the relevant state(s); (ii) executing and delivering customary filings in (A) the USPTO with respect to any
Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States
Copyright Office of the Library of Congress (“USCO”) with respect to copyright registrations; (iii)
causing certificates of title to be issued for all Titled Goods, the Collateral Agent’s Lien to be noted thereon, in
each case, in accordance with the provisions of the Indenture and the other Second Lien Documents to which such Grantor is a
party; (iv) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s books of
account to disclose the Collateral Agent’s Liens; (v) taking such other steps reasonably necessary or desirable to
maintain and protect the Collateral Agent’s Liens in the Collateral; and (vi) in the case of the Security Collateral,
(A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with an individual amount in excess
of $50,000,000 (or such higher amount as may be specified in the comparable provision of the Credit Agreement Collateral
Documents from time to time), deliver and pledge to the Applicable Agent such note or instrument duly indorsed and
accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the
Applicable Agent and (B) deliver and pledge to the Applicable Agent (in the case of the Collateral Agent, for
the benefit of the Secured Parties) certificates representing Pledged Equity that constitutes certificated securities,
accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision of this
Agreement, none of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of
America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security
agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security
interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof)
or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers,
estoppels or collateral access letters; (III) file any fixture filing with respect to any security interest in fixtures
affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property
created, registered or applied-for in any jurisdiction other than the United States of America.


 


(b)           
Subject to any Applicable Intercreditor Agreement, unless the Collateral Agent (with the written consent of the Applicable
Authorized Second Lien Representative) or the Applicable Agent shall otherwise consent in writing (which consent may be revoked
at any time and from time to time), each Grantor shall deliver to the Applicable Agent all the Collateral consisting of negotiable
Documents, Chattel Paper and Instruments (other than checks received and processed in the ordinary course), in each case, with
an individual value in excess of $50,000,000 (or such higher amount as may be specified in the comparable provision of the Credit
Agreement Collateral Documents from time to time), promptly after such Grantor receives the same, but if any Event of Default has
occurred and is continuing, each Grantor agrees to deliver to the Applicable Agent all such Collateral (regardless of value) upon
the Applicable Agent’s request.


 


(c)              Upon
obtaining an interest therein (subject to the time period specified in the comparable provision of the ABL Credit Agreement
with respect to entry into control or blocked account agreements, as such time period may be extended pursuant to the Credit
Agreement Collateral Documents), unless waived by the Collateral Agent (with the written consent of the Applicable
Authorized Second Lien Representative) or the Applicable Agent in writing (which waiver may be revoked at any time and from
time to time), each Grantor, subject to any Applicable Intercreditor Agreement, and only to the extent control or blocked
account agreements are required to be obtained pursuant to the terms of the ABL Credit Agreement, shall obtain control or
blocked account agreements, in form and substance reasonably satisfactory to the Collateral Agent (provided that such
control or blocked account agreements shall be deemed to be in form and substance reasonably satisfactory to the Collateral
Agent if such control or blocked account agreements are (x) substantially consistent with any control or blocked account
agreements in effect as of the Restatement Date or (y) in form and substance reasonably satisfactory to the Applicable
Agent), executed and delivered by (i) each securities intermediary and commodities intermediary issuing or holding any
financial assets or commodities to or for such Grantor, except for securities and commodities accounts of the Grantors that
are not Material Accounts, and (ii) each depository bank at which such Grantor maintains a Material Account. If control
or blocked account agreements are no longer required to be obtained pursuant to the terms of the ABL Credit Agreement, the
Grantors shall have no obligation to maintain such agreements pursuant to this Agreement and the Collateral Agent shall sign
and deliver to each Grantor all terminations or other documents reasonably necessary or desirable to reflect the termination
of all then existing control or blocked account agreements.


 






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(d)            
If any Grantor is or becomes the beneficiary of a letter of credit with an individual face amount in excess of $50,000,000
(or such higher amount as may be specified in the comparable provision of the Credit Agreement Collateral Documents from time to
time), other than a letter of credit not constituting Supporting Obligations in respect of any Collateral pursuant to which such
Grantor is required by applicable law or contract to apply the proceeds of a drawing of such letter of credit for a specified purpose
(other than a payment to a Grantor), such Grantor shall promptly notify the Collateral Agent thereof and, subject to any Applicable
Intercreditor Agreement, unless otherwise consented by the Collateral Agent (with the written consent of the Applicable Authorized
Second Lien Representative) or the Applicable Agent, use its commercially reasonable efforts to enter into a tri-party agreement
with the Collateral Agent and the issuer and/or confirming bank with respect to Letter-of-Credit Rights, whereby such Grantor assigns
such Letter-of-Credit Rights to the Collateral Agent and, after the Discharge of First Lien Obligations has occurred, directs all
payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to the Collateral Agent (provided
that such agreement shall be deemed to be in form and substance reasonably satisfactory to the Collateral Agent if such agreement
is in form and substance reasonably satisfactory to the Applicable Agent).


 


(e)             
Subject to any Applicable Intercreditor Agreement, each Grantor shall take all commercially reasonable steps necessary to
grant the Applicable Agent control of all electronic chattel paper in accordance with the UCC or other applicable law and all “transferable
records” as defined in the Uniform Electronic Transactions Act.


 


(f)              Each
Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file any UCC
financing statements or amendments thereto in the applicable office of the secretary of state (or similar central filing
office) in the United States that (i) indicate the Collateral (A) as all assets of such Grantor or words of similar
effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of
the UCC of the State of New York or such jurisdiction, or (B) as being of an equal or lesser scope or with greater
detail, and (ii) contain any other information required by part 5 of Article 9 of the UCC of the State of New York
or such jurisdiction for the sufficiency or filing office acceptance of any UCC financing statement or amendment, including
where applicable whether such Grantor is an organization, the type of organization and any organization identification number
issued to such Grantor. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request.
Each Grantor also ratifies its authorization for the Collateral Agent to have filed in the applicable office of the secretary
of state (or similar central filing office) in the United States any like UCC financing statements or amendments thereto if
filed prior to the date hereof.


 






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(g)             
Each Grantor shall promptly notify the Collateral Agent of any commercial tort claim (as defined in the UCC) with a value
estimated in good faith by the Company to be in excess of $50,000,000 (or such higher amount as may be specified in the comparable
provision of the Credit Agreement Collateral Documents from time to time), initiated or acquired by it and unless otherwise consented
by the Collateral Agent (with the written consent of the Applicable Authorized Second Lien Representative) or the Applicable Agent,
such Grantor shall enter into a supplement to this Agreement, granting to the Collateral Agent a Lien in such commercial tort claim.


 


(h)              Until
the Discharge of Secured Obligations has occurred, the Collateral Agent’s Liens shall continue in full force and effect
in all the Collateral, provided that, subject to any Applicable Intercreditor Agreement, the Collateral Agent agrees to
release its Lien in any Collateral that is sold or disposed of by a Grantor as permitted pursuant to the Second Lien Documents
subject to the satisfaction of any conditions to release (if any) set forth in the Second Lien Documents, including the continuance
of the Collateral Agent’s Lien in any proceeds of such released Collateral.


 


(i)              
Each Grantor will give prompt written notice to the Collateral Agent of any change in its name, legal form or jurisdiction
of organization (whether by merger or otherwise) (and in any event, within 30 days (or such longer period as may be permitted under
the Credit Agreement Collateral Documents from time to time) of such change); provided that such Grantor shall deliver to
the Collateral Agent all additional financing statements and other documents reasonably necessary or desirable to maintain the
validity, perfection and priority of the security interests created hereunder and other documents reasonably necessary or desirable
to maintain the validity, perfection and priority of the security interests as and to the extent provided for herein and upon receipt
of such additional financing statements the Collateral Agent shall either promptly file such additional financing statements or
approve the filing of such additional financing statements by such Grantor. Upon any such approval such Grantor shall proceed with
the filing of the additional financing statements and deliver copies (or other evidence of filing) of the additional filed financing
statements to the Collateral Agent.


 


(j)               
No Grantor shall enter into any contract or agreement that restricts or prohibits the grant of a security interest in Accounts,
Chattel Paper, Leases, Instruments or Payment Intangibles or the proceeds of the foregoing to the Collateral Agent, except for
any agreement permitted pursuant to Section 8.8 of the ABL Credit Agreement.


 


(k)             
Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement
with respect to any financing statement filed by the Collateral Agent without the prior written consent of the Collateral Agent
and agrees that it will not do so without the prior written consent of the Collateral Agent, subject to such Grantor’s rights
under Section 9-509(d)(2) of the UCC and to Section 24(g) hereof.


 






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(l)               Subject
to any Applicable Intercreditor Agreement, with respect to any Security Collateral in which any Grantor has any right, title
or interest and that constitutes an uncertificated security, such Grantor shall, to the extent the issuer thereof is a
controlled Affiliate of the Grantor, or otherwise use its commercially reasonable efforts to, cause the issuer thereof
either (i) to register the Applicable Agent as the registered owner of such security or (ii) to agree in an
authenticated record with such Grantor and the Applicable Agent that such issuer will comply with instructions with respect
to such security originated by the Applicable Agent in accordance with this Agreement and the applicable Second Lien
Documents without further consent of such Grantor.


 


(m)            
Subject to any Applicable Intercreditor Agreement, each Grantor agrees that it will pledge hereunder, promptly following
its acquisition thereof, any and all additional Security Collateral (subject to any limitations contained herein with respect thereto)
and deliver to the Applicable Agent (in the case of the Collateral Agent, for the benefit of the Secured Parties) certificates
or instruments representing any such Security Collateral that constitutes certificated securities, accompanied by undated stock
or bond powers executed in blank.


 


SECTION
4.      [Reserved].


 


SECTION
5.      Jurisdiction
of Organization. Each Grantor represents and warrants to the Collateral Agent and the other Secured Parties that as of the
date hereof: (a) Schedule II hereto identifies (i) such Grantor’s name as of the date hereof as it
appears in official filings in the state or other jurisdiction of its incorporation or other organization, (ii) the type of entity
of such Grantor (including corporation, partnership, limited partnership or limited liability company), (iii) the organizational
identification number issued by such Grantor’s state, province or territory of incorporation or organization or a statement
that no such number has been issued, and (iv) the jurisdiction in which such Grantor is incorporated or organized; and (b) such
Grantor has only one state, province or territory of incorporation or organization.


 


SECTION
6.      Title
to, Liens on, and Sale and Use of Collateral. Each Grantor represents and warrants to the Collateral Agent and the other Secured
Parties and agrees with the Collateral Agent and the other Secured Parties that such Grantor has rights in and the power to
transfer all of the Collateral free and clear of all Liens whatsoever, except for Permitted Liens (including the prior security
interest granted to the First Lien Secured Parties as provided in any Applicable Intercreditor Agreement).


 


SECTION
7.      Access
and Examination. Subject to the terms of any Applicable Intercreditor Agreement, during the continuance of an Event of Default,
the Collateral Agent may, without expense to the Collateral Agent, use such of each Grantor’s respective personnel, supplies,
and Real Estate as may be reasonably necessary for maintaining or enforcing the Collateral Agent’s Liens. Subject to the
terms of the Indenture and Additional Second Lien Agreements (if any) and any Applicable Intercreditor Agreement, following consultation
with and notice to the Grantors, or without such notice and consultation during the continuance of an Event of Default, the Collateral
Agent shall have the right, in the Collateral Agent’s name or in the name of a nominee of the Collateral Agent, to verify
the validity, amount or any other matter relating to the Accounts, Inventory, Leases, or other Collateral, by mail, telephone,
or otherwise.


 


SECTION
8.      [Reserved].


 






    10


     


    

 


SECTION
9.      Limitation
on Pledged Equity.


 


(a)            
The stock, Capital Stock and other securities of a Subsidiary of the Company otherwise constituting Security Collateral
will constitute Security Collateral for the benefit of the Secured Parties only to the extent that such stock, Capital Stock and
other securities can secure the Indenture Obligations without Rule 3-16 of Regulation S-X under the Securities Act (or any other
law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental
agency). In the event that Rule 3-16 of Regulation S-X under the Securities Act (or any such other law, rule or regulation) requires
or is amended, modified or interpreted by the SEC (or such other governmental agency) to require (or is replaced with another rule
or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or such other governmental
agency) of separate financial statements of any Subsidiary due to the fact that such Subsidiary’s stock, Capital Stock or
other securities secure the Indenture Obligations, then the stock, Capital Stock and other securities of such Subsidiary shall
automatically be deemed not to be part of the Security Collateral for the benefit of the Secured Parties (but only to the extent
necessary to cause such financial statement requirement not to be applicable with respect to such Subsidiary) (such excluded portion
of the stock, Capital Stock and other securities is referred to herein as the “Excluded Stock Collateral”).


 


(b)            
Notwithstanding the foregoing, if Rule 3-16 of Regulation S-X under the Securities Act (or such other law, rule or regulation)
is thereafter amended, modified or interpreted by the SEC (or such other governmental agency) to permit (or is replaced with another
rule or regulation, or any law, rule or regulation is adopted, which would permit) such Subsidiary’s stock, Capital Stock
and other securities to secure the Indenture Obligations in excess of the amount then pledged without filing with the SEC (or such
other governmental agency) of separate financial statements of such Subsidiary, then the stock, Capital Stock and other securities
of such Subsidiary shall automatically be deemed to be a part of the Security Collateral for the benefit of the Secured Parties
(but only to the extent not resulting in such financial statement requirement becoming applicable with respect to such Subsidiary),
unless otherwise constituting Excluded Assets.


 


(c)             
Upon any Excluded Stock Collateral ceasing to be Excluded Stock Collateral (and thereafter included in the Security Collateral)
in accordance with Section 9(b) hereof, the applicable Grantor will as promptly as practicable execute and deliver to the
Collateral Agent all documentation necessary or desirable to evidence the grant hereunder of a security interest in such Security
Collateral and the perfection of such security interest in accordance with the terms hereof.


 


SECTION
10.   [Reserved].


 


SECTION
11.   [Reserved].


 






    11


     


    

 


SECTION
12.    Right to
Cure. Subject to any Applicable Intercreditor Agreement, the Collateral Agent shall, at the direction of the Applicable
Authorized Second Lien Representative, at no expense to the Collateral Agent, pay any amount or do any act required of any
Grantor hereunder or under any other Second Lien Document in order to preserve, protect, maintain or enforce the Secured
Obligations, any material portion of the Collateral or the Collateral Agent’s Liens therein, and which any Grantor
fails to pay or do following notice by the Collateral Agent to Grantors (unless an Event of Default has occurred or is
continuing, or unless the Collateral Agent, acting reasonably, believes exigent circumstances may exist, in which events, no
such notice shall be required), including payment of any judgment against any Grantor, any insurance premium, any warehouse
charge, any finishing or processing charge, any landlord’s or bailee’s claim, and any other Lien upon or with
respect to the Collateral. Any payment made or other action taken by the Collateral Agent under this Section 12
shall be without prejudice to any right to assert an Event of Default hereunder and to proceed thereafter as herein
provided.


 


SECTION
13.    Power of Attorney. Each
Grantor hereby appoints the Collateral Agent and the Collateral Agent’s designee or bailee as such Grantor’s attorney,
with power exercisable upon the occurrence and during the continuance of an Event of Default, subject to any Applicable Intercreditor
Agreement: (a) to endorse such Grantor’s name on any checks, notes, acceptances, money orders, or other forms of payment
or security that come into the Collateral Agent’s or any of the other Secured Parties’ possession; (b) to sign
such Grantor’s name on any invoice, bill of lading, warehouse receipt or other negotiable or non-negotiable Document constituting
the Collateral, on drafts against customers, on assignments of Accounts, on notices of assignment, financing statements and other
public records and to file any such financing statements by electronic means with or without a signature as authorized or required
by applicable law or filing procedure; (c)  to notify the post office authorities to change the address for delivery of such
Grantor’s mail to an address designated by the Collateral Agent and to receive, open and dispose of all mail addressed to
such Grantor; (d) in consultation with the Company to send requests for verification of Accounts and Leases (other than Accounts
and Leases subject to any Securitization Transactions) to Account Debtors and lessees; (e)  to complete in such Grantor’s
name or the Collateral Agent’s name, any order, sale, lease or transaction, obtain the necessary Documents in connection
therewith, and collect the proceeds thereof; (f)  to clear Inventory through customs in such Grantor’s name, the Collateral
Agent’s name or the name of the Collateral Agent’s designee or bailee, and to sign and deliver to customs officials
powers of attorney in such Grantor’s name for such purpose; (g) to the extent that such Grantor’s authorization
given in Section 3(f) of this Agreement is not sufficient, to file such UCC financing statements as are required under
this Agreement; and (h) to do all things necessary to carry out the Indenture, the Additional Second Lien Agreements (if any),
this Agreement and the other Second Lien Documents in accordance with the terms thereof. Each Grantor ratifies and approves all
acts of such attorney. This power, being coupled with an interest, is irrevocable until the Discharge of Secured Obligations has
occurred.


 






    12


     


    

 


SECTION
14.    The
Collateral Agent’s and the Other Secured Parties’ Rights, Duties and Liabilities. (a) As between the Grantors
and the Secured Parties, each Grantor assumes all responsibility and liability arising from or relating to the use, sale,
lease, license or other disposition of the Collateral. None of the Secured Obligations shall be affected by any failure of
the Collateral Agent or any of the other Secured Parties to take any steps to perfect the Collateral Agent’s Liens or
to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release any Grantor from any of the
Secured Obligations. Subject to any Applicable Intercreditor Agreement, following the occurrence and during the continuation
of an Event of Default, the Collateral Agent may (but shall not be required to), and at the written direction of the
Applicable Authorized Second Lien Representative shall, without notice to (except as required under the Indenture or any
applicable law) or consent from any Grantor, sue upon or otherwise collect, extend the time for payment of, modify or amend
the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions,
renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any security
therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in
connection with any of the foregoing, without discharging or otherwise affecting the liability of Grantors for the Secured
Obligations, or any other agreement now or hereafter existing between any of the Secured Parties and any Grantor.


 


(b)             
It is expressly agreed by each Grantor that, anything herein to the contrary notwithstanding, such Grantor shall remain
liable under each Lease and each of its other contracts, agreements and licenses to observe and perform all the conditions and
obligations to be observed and performed by it thereunder. Neither the Collateral Agent nor any of the other Secured Parties shall
have any obligation or liability under any Lease, contract, agreement or license by reason of or arising out of this Agreement
or the granting herein of a Lien thereon or the receipt by the Collateral Agent or any of the other Secured Parties of any payment
relating to any Lease, contract, agreement or license pursuant hereto. Neither the Collateral Agent nor any of the other Secured
Parties shall be required or obligated in any manner to perform or fulfill any of the obligations of any Grantor under or pursuant
to any Lease, contract, agreement or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency
of any payment received by it or the sufficiency of any performance by any party under any Lease, contract, agreement or license,
or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which
may have been assigned to it or to which it may be entitled at any time or times.


 


(c)             
Subject to any Applicable Intercreditor Agreement, with respect to Accounts and Leases that are Collateral and not subject
to any Securitization Transaction or Like-Kind Exchange, the Collateral Agent may, at any time after an Event of Default shall
have occurred and be continuing, to the extent directed to do so in writing by the Applicable Authorized Second Lien Representative
and after notifying the relevant Grantor, notify Account Debtors, parties to Leases and other Persons obligated on the Collateral
that the Collateral Agent has a security interest therein, and that payments shall be made directly to the Collateral Agent, for
the benefit of the Secured Parties. Subject to any Applicable Intercreditor Agreement, upon the request of the Collateral Agent
(at the written direction of the Applicable Authorized Second Lien Representative) at any time after an Event of Default shall
have occurred and be continuing, each Grantor shall so notify Account Debtors and other Persons obligated on such Collateral. Once
any such notice has been given to any Account Debtor or other Person obligated on such Collateral and while any Event of Default
exists and is continuing, no Grantor shall give any contrary instructions to such Account Debtor or other Person without the Collateral
Agent’s prior written consent (at the direction of the Applicable Authorized Second Lien Representative).


 






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SECTION
15.    Patent, Trademark and
Copyright Collateral. (a) Each Grantor represents and warrants to the Collateral Agent and the other Secured Parties that
(i) as of the date hereof, such Grantor does not have any ownership interest in, or title to, any material issued or
applied-for U.S. patents, registered or applied-for U.S. trademarks or registered U.S. copyrights (collectively,
 “Registered Intellectual Property”) except as set forth in Schedule III hereto, and
(ii) this Agreement, together with the filing of the financing statements referred to in Section 3(f) of this
Agreement, the recording of the Intellectual Property Security Agreement with the USPTO and USCO, and subsequent filings for
any hereafter acquired Registered Intellectual Property are, to the extent that a valid, perfected and continuing Lien in
patents, trademarks and copyrights, as applicable, can be created upon filing and recording documents of such type and
nature, effective to create valid, perfected, second priority (subject to the prior security interests granted to the First
Lien Secured Parties as provided in any Applicable Intercreditor Agreement and subject to Permitted Liens) and continuing
Liens in favor of the Collateral Agent on such material Registered Intellectual Property.


 


(b)             
Each Grantor shall notify the Collateral Agent within a reasonable amount of time if it knows that any application or registration
relating to any material Registered Intellectual Property (now or hereafter existing) owned or licensed by such Grantor will become
abandoned or dedicated, or of any material and adverse determination or development (including the institution of, or any such
determination or development in, any proceeding in the USPTO, the USCO, or any court) regarding such Grantor’s ownership
of any material Registered Intellectual Property, its right to register the same, or to keep and maintain the same.


 


(c)             
If, before the Discharge of Secured Obligations, any Grantor shall obtain ownership of any additional material Registered
Intellectual Property (except to the extent any application for a trademark is excluded from the definition of “Collateral”
under subclause (d) of Section 2 of this Agreement), with respect to goods sold in such Grantor’s business,
the Collateral Agent shall have a Lien in, and the provisions of Section 2 shall automatically apply to, such Registered
Intellectual Property, and such Grantor shall give to the Collateral Agent written notice of such ownership on or reasonably promptly
after the date written notice of such ownership is delivered to the Credit Agreement Agent pursuant to the applicable First Lien
Documents (such date, or any later date as the Collateral Agent may agree, the “IP Notice Date”) in which such
Grantor obtains ownership of such patent, trademark, or copyright. This Section 15(c) shall not apply to any Collateral
which is owned by others and licensed to any Grantor.


 


(d)              
Each Grantor authorizes the Collateral Agent to modify this Agreement by amending Schedule III to include any
additional material Registered Intellectual Property (other than any “intent-to-use” United States of America based
trademark or service mark application, until such time that a statement of use has been filed with the USPTO for such application)
owned by such Grantor and not included in Schedule III on or reasonably promptly after the IP Notice Date. The Collateral
Agent shall provide notice to the Grantors of any amendment or modification to be effected pursuant to this Section 15(d).
For the avoidance of doubt, the Collateral Agent shall have no obligation to take any action permitted pursuant to this Section
15(d), or to determine when modification or filing as permitted by this Section 15(d) may be required.


 






    14


     


    

 


(e)              On
or reasonably promptly after the IP Notice Date, each Grantor shall sign and file or record with the USPTO or USCO (with a
copy delivered to the Collateral Agent) one or more intellectual property security agreements, or supplements or amendments
thereto, with respect to any Registered Intellectual Property (other than any “intent-to-use” United States of
America based trademark or service mark application, until such time that a statement of use has been filed with the USPTO
for such application) acquired after the date hereof and which is Collateral, solely to the extent that such Collateral is
not covered by any previous intellectual property security agreement or supplement or amendment thereto so signed and
delivered by it.


 


(f)              
Each Grantor shall take all commercially reasonable actions to maintain and protect each item of Registered Intellectual
Property that is material to the business of the Company, taken as a whole, unless such Grantor shall determine that such item
of Registered Intellectual Property is not material to the conduct of its business.


 


(g)             
In the event that any Grantor has knowledge of any material Registered Intellectual Property constituting Collateral being
infringed upon or diluted by a third party, such Grantor shall, to the extent such Grantor deems commercially reasonable, take
actions to protect such material Registered Intellectual Property.


 


SECTION
16.   Voting Rights; Dividends;
Etc.


 


(a)             
So long as no Event of Default shall have occurred and be continuing, each Grantor (i) shall be entitled to exercise any
and all voting and other consensual rights pertaining to the Security Collateral of such Grantor or any part thereof for any purpose;
provided, however, that such Grantor will not exercise or refrain from exercising any such right if such action would
have a material adverse effect on the rights and remedies of the Collateral Agent or the other Secured Parties under this Agreement
or any other Second Lien Documents and (ii) shall be entitled to receive and retain any and all dividends, interest and other distributions
paid in respect of the Security Collateral of such Grantor if and to the extent that the payment thereof is not otherwise prohibited
by the terms of the Second Lien Documents; provided that such Grantor shall deliver and pledge to the Applicable Agent any
such dividends or distributions that would constitute Pledged Equity to the extent required hereunder.


 


(b)             
Upon the occurrence and during the continuance of an Event of Default, subject to any Applicable Intercreditor Agreement,
all rights of each Grantor (i) to exercise or refrain from exercising the voting and other consensual rights that it would
otherwise be entitled to exercise pursuant to Section 16(a)(i) shall, upon written notice to such Grantor by the Collateral
Agent, cease and (ii) to receive the dividends, interest and other distributions that it would otherwise be authorized to
receive and retain pursuant to Section 16(a)(ii) shall automatically cease, and all such rights shall thereupon become
vested in the Applicable Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and
other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions.


 






    15


     


    

 


SECTION
17.  Indemnification. In
any suit, proceeding or action brought by the Collateral Agent or any of the other Secured Parties relating to any Collateral
for any sum owing with respect thereto or to enforce any rights or claims with respect thereto, each Grantor jointly and
severally agrees to save, indemnify and keep the Collateral Agent and the other Secured Parties harmless from and against all
expense (including reasonable and documented attorneys’ fees and expenses), loss or damage suffered by reason of any
defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the Account Debtor or other Person
obligated on the Collateral, arising out of a breach by any Grantor of any obligation thereunder or arising out of any other
agreement, indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from any Grantor,
except in the case of the Collateral Agent or any of the other Secured Parties, to the extent such expense, loss, or damage
is attributable to the gross negligence, bad faith or willful misconduct of the Collateral Agent or such other Secured Party.
All such obligations of Grantors shall be and remain enforceable against and only against Grantors and shall not be
enforceable against the Collateral Agent or any of the other Secured Parties.


 


SECTION
18.  Limitation on Liens on Collateral.
Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary (a) to defend title to the Collateral
owned by it against all Persons claiming an interest therein (other than with respect to Permitted Liens (including the prior security
interest granted to the First Lien Secured Parties as provided in any Applicable Intercreditor Agreement)) that is adverse to the
interests hereunder of the Collateral Agent or any other Secured Party, except with respect to Collateral that such Grantor determines
in its reasonable business judgment is no longer necessary or beneficial to the conduct of the business, and (b) to defend the
Security Interest of the Collateral Agent in the Collateral and the priority thereof against any Lien that is not a Permitted Lien
(including the prior security interest granted to the First Lien Secured Parties as provided in any Applicable Intercreditor Agreement).


 


SECTION
19.  Additional Second Lien
Obligations Arrangements. (a) Subject to the provisions of Section 21, (i) the Collateral Agent shall not follow
any instructions with respect to the Collateral from any Non-Controlling Authorized Second Lien Representative (or any other
Secured Party other than the Applicable Authorized Second Lien Representative) and (ii) no Non-Controlling Authorized Second
Lien Representative or other Secured Party (other than the Applicable Authorized Second Lien Representative) shall or shall
instruct the Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have
a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise
any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon,
or take any other action available to it in respect of, any Collateral, whether under any Security Document, applicable law
or otherwise, it being agreed that only the Collateral Agent, acting on the instructions of the Applicable Authorized Second
Lien Representative and in accordance with the applicable Security Documents, shall be entitled to take any such actions or
exercise any such remedies with respect to the Collateral. Notwithstanding the foregoing, (i) in any Insolvency or
Liquidation Proceeding, the Authorized Second Lien Representatives may file a proof of claim or statement of interest with
respect to the Indenture Obligations and the Additional Second Lien Obligations; (ii) the Authorized Second Lien
Representatives may take any action to preserve or protect the validity and enforceability of the Liens securing the
Indenture Obligations and the Additional Second Lien Obligations, provided that no such action is, or could reasonably
be expected to be, (A) adverse to the holders of the other Secured Obligations or the rights of the Applicable Authorized
Second Lien Representative to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of the
Security Documents; (iii) the Authorized Second Lien Representatives may file any responsive or defensive pleadings in
opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking
the disallowance of the claims of the Secured Parties, including any claims secured by the Collateral or otherwise make any
agreements or file any motions pertaining to the Indenture Obligations and the Additional Second Lien Obligations, in each
case, to the extent not inconsistent with the terms of the Security Documents; and (iv) the Authorized Second Lien
Representatives may exercise any rights and remedies as unsecured creditors to the extent not inconsistent with the terms of
the Security Documents or any Applicable Intercreditor Agreement.


 






    16


     


    

 


(b)              
Notwithstanding the equal priority of the Liens securing the Indenture Obligations and the Additional Second Lien Obligations,
with respect to the Indenture Obligations and the Additional Second Lien Obligations the Collateral Agent (acting on the written
instructions of the Applicable Authorized Second Lien Representative) may deal with the Collateral as if such Applicable Authorized
Second Lien Representative had a senior Lien on the Collateral. No Non-Controlling Authorized Second Lien Representative or Non-Controlling
Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent, Applicable
Authorized Second Lien Representative or Controlling Secured Party or any other exercise by the Collateral Agent, Applicable Authorized
Second Lien Representative or Controlling Secured Party of any rights and remedies relating to the Collateral, or to cause the
Collateral Agent to do so.


 


(c)              
Each of the Authorized Second Lien Representatives agrees that it will not accept any Lien on any Collateral for the benefit
of any Secured Parties (other than on cash proceeds of any Second Lien Obligations deposited into escrow or otherwise segregated
pending the use thereof or funds deposited for the discharge or defeasance of any Second Lien Obligations) other than pursuant
to the relevant Security Documents, and by executing this Agreement (or a Secured Party Security Agreement Supplement), each Authorized
Second Lien Representative and the Secured Parties for which such Authorized Second Lien Representative is acting hereunder agree
to be bound by the provisions of this Agreement and the other Security Documents applicable to it.


 


(d)              
Each of the Secured Parties agrees that it will not contest or support any other Person in contesting, in any proceeding
(including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by or
on behalf of any of the Secured Parties in all or any part of the Collateral, or any of the provisions of the Secured Party Security
Agreement Supplement or this Agreement; provided that nothing in the Security Documents shall be construed to prevent or
impair the rights of any of the Collateral Agent or any Authorized Second Lien Representative to enforce the Security Documents.


 






    17


     


    

 


(e)               Each
Non-Controlling Secured Party acknowledges and agrees that, subject to the provisions of Section 21, the
Collateral Agent shall be entitled, for the benefit of the Secured Parties, to sell, transfer or otherwise dispose of or deal
with any Collateral as provided herein without regard to any rights to which such Non-Controlling Secured Party would
otherwise be entitled as a result of their secured obligations. Without limiting the foregoing, each Non-Controlling Secured
Party agrees that none of the Collateral Agent, the Applicable Authorized Second Lien Representative or any other Secured
Party shall have any duty or obligation first to marshal or realize upon any type of Collateral, or to sell, dispose of or
otherwise liquidate all or any portion of the Collateral in any manner that would maximize the return to the Non-Controlling
Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may
affect the amount of proceeds actually received by the Non-Controlling Secured Parties from such realization, sale,
disposition or liquidation. Each of the Secured Parties waives any claim it may now or hereafter have against the Collateral
Agent or the Authorized Second Lien Representative of any Indenture Obligations or Additional Second Lien Obligations or any
other Secured Party arising out of (i) any actions which the Collateral Agent, any Authorized Second Lien Representative or
any Secured Party takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens
on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize
upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the
Indenture Obligations or the Additional Second Lien Obligations from any account debtor, guarantor or any other party) in
accordance with the Security Documents or any other agreement or document related thereto or to the collection of the
Indenture Obligations and the Additional Second Lien Obligations or the valuation, use, protection or release of any security
for the Indenture Obligations and the Additional Second Lien Obligations, (ii) any election by any Applicable Authorized
Second Lien Representative or any of the Secured Parties, in any Insolvency or Liquidation Proceeding, of the application of
Section 1111(b) of the U.S. Bankruptcy Code or (iii) any borrowing by, or grant of a security interest or administrative
expense priority under Section 364 of the U.S. Bankruptcy Code or any equivalent provision of any other Debtor Relief Law by,
the Company or any of its Subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, the
Collateral Agent shall not accept any Collateral in full or partial satisfaction of any Indenture Obligations or Additional
Second Lien Obligations pursuant to Section 9-620 of the UCC of any jurisdiction, without the consent of each Authorized
Second Lien Representative.


 


(f)               
None of the Secured Parties may institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any
claim against the Collateral Agent or any other Secured Party seeking damages from or other relief by way of specific performance,
instructions or otherwise with respect to any Collateral. In addition, none of the Secured Parties may seek to have any Collateral
or any part thereof marshaled upon any foreclosure or other disposition of such Collateral. If any Secured Party obtains possession
of any Collateral or realizes any proceeds or payment in respect thereof, in each case, as a result of the enforcement of remedies,
at any time prior to the discharge of the Indenture Obligations and the Additional Second Lien Obligations, then it must hold such
Collateral, proceeds or payment in trust for the other Secured Parties and promptly transfer such Collateral, proceeds or payment
to the Collateral Agent to be distributed in accordance with the applicable Security Documents.


 


(g)              
Subject to Section 21, notwithstanding the date, time, method, manner or order of grant, attachment or perfection
of any Liens on the Collateral securing the Secured Obligations, the Liens securing all such Secured Obligations shall be of equal
priority; and the obligations in respect of the Secured Obligations may be increased, extended, renewed, replaced, restated, supplemented,
restructured, repaid, refunded, refinanced or otherwise amended from time to time, in each case, to the extent permitted by the
applicable Second Lien Documents.


 






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(h)              
Notwithstanding the foregoing, it is the intention of the Secured Parties of each series of Secured Obligations that such
Secured Parties (and not the Secured Parties of any other series of Secured Obligations) bear the risk of any determination by
a court of competent jurisdiction that (x) any of the Secured Obligations of such series are unenforceable under applicable law
or are subordinated to any other obligations (other than another series of Secured Obligations), (y) any of the Secured Obligations
of such series do not have an enforceable security interest in any of the Collateral securing any other series of Secured Obligations
and/or (z) any intervening security interest exists securing any other obligations (other than another series of Secured Obligations)
on a basis ranking prior to the security interest of such series of Secured Obligations but junior to the security interest of
any other series of Secured Obligations (any such condition referred to in the foregoing clauses (x), (y) or (z) with respect to
any series of Secured Obligations, an “Impairment” of such series). In the event of any Impairment with respect
to any series of Secured Obligations, the results of such Impairment shall be borne solely by the holders of such series of Secured
Obligations, and the rights of the holders of such series of Secured Obligations (including, without limitation, the right to receive
distributions in respect of such series of Secured Obligations pursuant to terms of this Agreement) set forth herein shall be modified
to the extent necessary so that the effects of such Impairment are borne solely by the holders of the series of such Secured Obligations
subject to such Impairment. Additionally, in the event the Secured Obligations of any series are modified pursuant to applicable
law (including, without limitation, pursuant to Section 1129 of the U.S. Bankruptcy Code), any reference to such Secured Obligations
or the Second Lien Documents governing such Secured Obligations shall refer to such obligations or such documents as so modified.
Notwithstanding anything to the contrary in this clause (h), the parties hereto agree that in the event of any Impairment with
respect to any series of Secured Obligations, the Authorized Second Lien Representative of any other series of Secured Obligations
not subject to such Impairment, the Collateral Agent and the Grantors shall, upon the reasonable written request of the Authorized
Second Lien Representative of such series of Secured Obligations subject to such Impairment, use their commercially reasonable
efforts to execute and deliver, or cause to be executed and delivered, such further documents and instruments and do and cause
to be done such further acts are reasonably necessary to remedy such Impairment to the extent such Impairment can be remedied and
does not result in an Impairment of any other series of Secured Obligations. In the event that such Impairment cannot be remedied,
upon the exercise of remedies with respect to the Collateral that is the subject of such Impairment, the parties hereto agree to
negotiate in good faith to modify the provisions relating to the application of proceeds set forth in Section 21(d) so that
the existence of such Impairment does not result in a material loss to the holders of the series of Secured Obligations subject
to such Impairment; provided that a series of Secured Obligations shall not be required to agree to any modification that
would result in the overall recovery of all series of Secured Obligations being less than all series of Secured Obligations would
be expected to receive had such Impairment not existed.


 


(i)                
Notwithstanding the above provisions of this Section 19, the rights of the Collateral Agent and each other Secured
Party shall be subject to the provisions of any Applicable Intercreditor Agreement.


 






    19


     


    

 


SECTION
20.  The Collateral Agent.


 


(a)              
Appointment and Authority. Each of the Secured Parties (other than the Collateral Agent) hereby irrevocably appoints
Wells Fargo Bank, National Association (and Wells Fargo Bank, National Association hereby accepts such appointment) to act on its
behalf as the Collateral Agent hereunder and under each of the Security Documents and authorizes the Collateral Agent to take such
actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, together
with such actions and powers reasonably incidental thereto, including for purposes of acquiring, holding and enforcing any and
all Liens on Collateral granted by any Grantor to secure any of the Secured Obligations, together with such powers and discretion
as are reasonably incidental thereto. Notwithstanding the foregoing, beyond the exercise of reasonable care in the custody of Collateral
in its possession, the Collateral Agent will have no duty as to any Collateral in its possession or control or in the possession
or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights
pertaining thereto and the Collateral Agent will not be responsible for filing any financing or continuation statements or recording
any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of
any Liens on the Collateral. The Collateral Agent will be deemed to have exercised reasonable care in the custody of the Collateral
in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, and the
Collateral Agent will not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of
the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith.
In this connection, the Collateral Agent and any co-Collateral Agents, sub-Collateral Agents and attorneys-in-fact
appointed by the Collateral Agent pursuant to Section 20(e) for purposes of holding or enforcing any Lien on the Collateral
(or any portion thereof) granted under any of the Security Documents, or for exercising any rights and remedies thereunder at the
direction of the Applicable Authorized Second Lien Representative, shall be entitled to the benefits of all provisions of this
Section 20 and Article 14 of the Indenture and the equivalent provision of any Additional Second Lien Documents (as though
such co-Collateral Agents, sub-Collateral Agents and attorneys-in-fact were the “Collateral Agent”
named therein) as if set forth in full herein with respect thereto.


 


(b)              
Rights as a Secured Party. The Person serving as the Collateral Agent hereunder shall have the same rights and powers
in its capacity as a Secured Party under any series of Secured Obligations that it holds as any other Secured Party of such series
and may exercise the same as though it were not the Collateral Agent and the term “Secured Party” or “Secured
Parties” or (as applicable) “Notes Secured Party”, “Notes Secured Parties”, “Additional Secured
Party” or “Additional Secured Parties”, shall, unless otherwise expressly indicated or unless the context otherwise
requires, include the Person serving as the Collateral Agent hereunder in its individual capacity. Such Person and its Affiliates
may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage
in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if such Person were not the Collateral
Agent hereunder and without any duty to account therefor to any other Secured Party.


 






    20


     


    

 


(c)              
Exculpatory Provisions. (I) The Collateral Agent shall not have any duties or obligations except those expressly
set forth herein and in the other Security Documents. Without limiting the generality of the foregoing, the Collateral Agent:


 


(i)               shall
not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing;


 


(ii)             
shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights
and powers expressly contemplated hereby or by the other Security Documents that the Collateral Agent is required to exercise as
directed in writing by the Applicable Authorized Second Lien Representative; provided that the Collateral Agent shall not
be required to take any action that, in its opinion or the opinion of its counsel, may expose the Collateral Agent to liability
or that is contrary to any Security Document or applicable law;


 


(iii)            
shall not, except as expressly set forth herein and in the other Security Documents, have any duty to disclose, and shall
not be liable for the failure to disclose, any information relating to the Company or any of its Affiliates that is communicated
to or obtained by the Person serving as the Collateral Agent or any of its Affiliates in any capacity;


 


(iv)           
shall not be liable for any action taken or not taken by it (w) with the consent or at the request of the Applicable Authorized
Second Lien Representative, (x) in the absence of its own negligent misconduct, its own negligent failure to act or its own willful
misconduct, (y) in reliance on a written opinion from legal counsel acceptable to the Collateral Agent or (z) in reliance on a
certificate of an authorized officer of the Company stating that such action is not prohibited by the terms of this Agreement.
The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice describing such
Event of Default is given to the Collateral Agent by the Authorized Second Lien Representative of such Secured Obligations or the
Company. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such a notice which is believed
by the Collateral Agent to be genuine and to have been signed or sent by the proper Person to inquire whether an Event of Default
has, in fact, occurred and shall be entitled to rely, and shall be fully protected in so relying, on any such notice so furnished
to it; and


 


(v)             
shall not be responsible for or have any duty to ascertain or inquire into (u) any statement, warranty or representation
made in or in connection with this Agreement or any other Security Document, (v) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or therewith, (w) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default, (x)
the validity, enforceability, effectiveness or genuineness of this Agreement, any Security Document or any other agreement, instrument
or document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (y) the value
or the sufficiency of any Collateral for any series of Secured Obligations, or (z) the satisfaction of any condition set forth
in any Second Lien Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent.


 






    21


     


    

 


(II)       In
addition to the above, the Collateral Agent will not be responsible for the existence, genuineness or value of any of the Collateral
or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation
of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes
gross negligence, bad faith or willful misconduct on the part of the Collateral Agent, for the validity or sufficiency of the Collateral
or any agreement or assignment contained therein, for the validity of the title, for insuring the Collateral or for the payment
of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Collateral
Agent hereby disclaims any representation or warranty to the present and future Secured Parties concerning the perfection of the
Liens to be granted hereunder or in the value of any of the Collateral.


 


(III)       Each
Secured Party acknowledges that, in addition to acting as the initial Collateral Agent, Wells Fargo Bank, National Association
also serves as Note Trustee under the Indenture, and each Secured Party hereby waives any right to make any objection or claim
against Wells Fargo Bank, National Association (or any successor Collateral Agent or any of their respective counsel) based on
any alleged conflict of interest or breach of duties arising from the Collateral Agent also serving as the Note Trustee to the
extent the Collateral Agent acts in accordance with this Agreement.


 


(d)              
Reliance by Collateral Agent. The Collateral Agent shall be entitled to rely upon, and shall not incur any liability
for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent
or otherwise authenticated by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by
telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The
Collateral Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel,
accountants or experts. Whenever reference is made in this Agreement to any action by, consent, designation, specification, requirement
or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not
to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression
of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it
is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under
this Agreement if it shall not have received such advice or concurrence of the Applicable Authorized Second Lien Representative
(with the consent of the requisite number of holders of the applicable Second Lien Obligations specified in the relevant Second
Lien Document), as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors
and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim,
or confer any rights or benefits on any party hereto.


 






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(e)               Delegation
of Duties. The Collateral Agent may perform any and all of its duties and exercise its rights and powers hereunder or
under any Security Document by or through any one or more sub-Collateral Agents appointed by the Collateral Agent. The
Collateral Agent and any such sub-Collateral Agent may perform any and all of its duties and exercise its rights and
powers by or through their respective officers, directors, agents, employees or affiliates. The exculpatory provisions of
this Section 20 shall apply to any such sub-Collateral Agent and to the officers, directors, agents, employees and
affiliates of the Collateral Agent and any such sub-Collateral Agent.


 


(f)               
Resignation of Collateral Agent. (i) Subject to clause (vii) below, the Collateral Agent may resign its appointment
under this Agreement at any time by giving written notice to the Authorized Second Lien Representatives and the Company.


 


(ii)             
A successor Collateral Agent shall be selected (x) by the retiring Collateral Agent nominating one of its Affiliates, following
consultation with the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is
continuing, the Company, as successor Collateral Agent in its notice of resignation, (y) if the retiring Collateral Agent makes
no such nomination, by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and
is continuing, the Company or (z) if a Collateral Agent is not appointed pursuant to sub clause (x) or (y) above within 30 days
after the giving of such notice of resignation, the Collateral Agent may (at the expense of the Grantors), at its option, petition
a court of competent jurisdiction for appointment of a successor Collateral Agent, which must be a bank or trust company that has
a combined capital and surplus of at least $50,000,000.


 


(iii)           
The appointment of the Collateral Agent may be terminated at any time by the Applicable Authorized Second Lien Representative
on at least 30 days’ prior written notice being given to the Collateral Agent and a successor Collateral Agent appointed
by the Applicable Authorized Second Lien Representative and, so long as no Event of Default has occurred and is continuing, the
Company.


 


(iv)            
If (x) the Collateral Agent shall cease to be a bank or trust company that has a combined capital and surplus of at least
$50,000,000 and shall fail to resign after written request therefor by the Company, or (y) the Collateral Agent shall become incapable
of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Collateral Agent or of its property shall be appointed
or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case, and, so long as no Event of Default has occurred and is continuing, the appointment
of the Collateral Agent may be terminated at any time by the Company on at least 30 days’ prior written notice being given
to the Collateral Agent and a successor Collateral Agent appointed by the Applicable Authorized Second Lien Representative and,
so long as no Event of Default has occurred and is continuing, the Company.


 






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(v)               The
resignation or termination of the retiring Collateral Agent and the appointment of the successor Collateral Agent will become
effective only upon the successor Collateral Agent accepting its appointment as Collateral Agent, and upon the execution of
all documents necessary to substitute the successor as holder of the security comprised in the Security Documents, if any,
at which time, (i) the successor Collateral Agent will become bound by all the obligations of the Collateral Agent and become
entitled to all the rights, privileges, powers, authorities and discretions of the Collateral Agent under this Agreement,
(ii) the agency of the retiring Collateral Agent will terminate (but without prejudice to any liabilities which the retiring
Collateral Agent may have incurred prior to the termination of its agency) and (iii) the retiring Collateral Agent will be
discharged from any further liability or obligation under or in connection with this Agreement or the other Security
Documents.


 


(vi)            
The retiring Collateral Agent will cooperate with the successor Collateral Agent in order to ensure that its functions are
transferred to the successor Collateral Agent without disruption to the service provided to the Second Lien Agents, the Secured
Parties and the Company and will promptly make available to the successor Collateral Agent the documents and records which have
been maintained in connection with this Agreement and the other Security Documents in order that the successor Collateral Agent
is able to discharge its functions. The retiring Collateral Agent shall have no responsibility or liability for the actions of
the successor Collateral Agent.


 


(vii)         
The Collateral Agent may resign its appointment upon appointment of a successor Collateral Agent and such successor Collateral
Agent having accepted the role of the Collateral Agent under this Agreement. Any such new appointment and all powers to be granted
to the Collateral Agent will be granted pursuant to an accession agreement satisfactory to the Company and the Applicable Authorized
Second Lien Representative.


 


(viii)       
The provisions of this Agreement will continue in effect for the benefit of any retiring Collateral Agent in respect of
any actions taken or omitted to be taken by it or any event occurring before the termination of its agency.


 






    24


     


    

 


(g)               Certain
Actions. The Collateral Agent will not be required to advance or expend any funds or otherwise incur any financial
liability in the performance of its duties or the exercise of its powers or rights hereunder unless it has been provided with
security or indemnity reasonably satisfactory to it against any and all liability or expense which may be incurred by it by
reason of taking or continuing to take such action. In the event that the Collateral Agent is required to acquire title to an
asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or
trust obligation for the benefit of another, which in the Collateral Agent’s sole discretion may cause the Collateral
Agent to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral
Agent to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law,
the Collateral Agent reserves the right, instead of taking such action, either to resign as Collateral Agent or to arrange
for the transfer of the title or control of the asset to a court appointed receiver. The Collateral Agent will not be liable
to any Person for any environmental liability or any environmental claims or contribution actions under any federal, state or
local law, rule or regulation by reason of the Collateral Agent’s actions and conduct as authorized, empowered and
directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous
materials into the environment. Notwithstanding anything to the contrary contained in this Agreement, or any Security
Document, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise
its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any
such action or exercise any such remedy or to inspect or conduct any studies of any property or take any such other action if
the Collateral Agent has determined that the Collateral Agent may incur personal liability as the result of the presence at,
or release on or from, the Collateral or such property, of any hazardous substances unless the Collateral Agent has received
security or indemnity from a Person, in an amount and in a form all satisfactory to the Collateral Agent in its sole
discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to
cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking to be
sufficient. In the event there is any bona fide, good faith disagreement between the other parties to the Second Lien
Documents or any of the other Security Documents resulting in adverse claims being made in connection with Collateral held by
the Collateral Agent and the terms of the Second Lien Documents or any of the other Security Documents do not unambiguously
mandate the action the Collateral Agent is to take or not to take in connection therewith under the circumstances then
existing, or the Collateral Agent is in doubt as to what action it is required to take or not to take hereunder or under the
other Security Documents, it will be entitled to refrain from taking any action (and will incur no liability for doing so)
until directed otherwise in writing by a request signed by the parties hereto entitled to give such direction or by order of
a court of competent jurisdiction.


 






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(h)              
Non-Reliance on Collateral Agent and Other Secured Parties. Each Secured Party acknowledges that it has, independently
and without reliance upon the Collateral Agent, any Authorized Second Lien Representative or any other Secured Party or any of
their Affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement and the other applicable Second Lien Documents. Each Secured Party also acknowledges that it will,
independently and without reliance upon the Collateral Agent, any Authorized Second Lien Representative or any other Secured Party
or any of their Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue
to make its own decisions in taking or not taking action under or based upon this Agreement, any other Second Lien Document or
any related agreement or any document furnished hereunder or thereunder.


 


(i)                
Collateral and Guaranty Matters. Each of the Secured Parties irrevocably authorizes the Collateral Agent, at its
option and in its discretion to release any Lien on any property granted to or held by the Collateral Agent under any Security
Document, or any Grantor from its obligations under the Security Documents, in each case, in accordance with Section 24(g).


 


SECTION
21.  Remedies; Rights Upon Event
of Default; Application of Proceeds.


 


(a)              
 (i) If any Event of Default shall have occurred and be continuing, the Collateral Agent shall act, subject to the provisions
of Sections 19 and 20, in relation to the Collateral in accordance with the instructions of the Applicable Authorized
Second Lien Representative.


 


(ii)             
The Collateral Agent shall disregard any instructions from any other Person to exercise any right or remedy hereunder with
respect to the Collateral if those instructions are inconsistent with this Agreement.


 


(iii)           
Any Person entitled to instruct the Collateral Agent to exercise any right or remedy hereunder with respect to the Collateral
may give or refrain from giving instructions to the Collateral Agent to exercise or refrain from exercising the Collateral as it
sees fit in accordance with the other provisions of this Agreement.


 


(iv)            
The Collateral Agent shall inform each other Second Lien Agent on receiving any instructions under this Section 21
to exercise remedies with respect to the Collateral.


 






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(b)               
(i) In addition to all other rights and remedies granted to it under this Agreement, the other Second Lien Documents
and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations or pursuant to
any other applicable law, if any Event of Default shall have occurred and be continuing, subject to any Applicable
Intercreditor Agreement, the Collateral Agent may, but shall not be required to, exercise all rights and remedies of a
secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that, if any
Event of Default shall have occurred and be continuing, subject to any Applicable Intercreditor Agreement, the Collateral
Agent without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below
of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands,
advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law),
may forthwith enter upon the premises of such Grantor where any Collateral is located through self help, without judicial
process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a
hearing on the Collateral Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize
upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to
purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or
more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on
credit or for future delivery without assumption of any credit risk. If any Collateral is sold on terms other than payment in
full at the time of sale, no credit shall be given against the Secured Obligations until the Collateral Agent or the other
Secured Parties receive payment, and if the buyer defaults in payment, subject to any Applicable Intercreditor Agreement, the
Collateral Agent may resell the Collateral without further notice to any Grantor. Subject to any Applicable
Intercreditor Agreement, the Collateral Agent or any of the other Secured Parties shall have the right upon any such public
sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the
Collateral Agent and the other Secured Parties, the whole or any part of said Collateral so sold, free of any right or equity
of redemption, which equity of redemption each Grantor hereby releases. Subject to any Applicable Intercreditor Agreement,
such sales may be adjourned and continued from time to time with or without notice. Subject to any Applicable Intercreditor
Agreement, the Collateral Agent shall have the right to conduct such sales on premises of any Grantor or elsewhere and shall
have the right to use any Grantor’s premises without charge for such time or times as the Collateral Agent deems
necessary or advisable.


 






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(ii)             
Each Grantor further agrees, subject to any Applicable Intercreditor Agreement, at the Collateral Agent’s request
following the occurrence and during the continuance of an Event of Default, to assemble the Collateral and make it available to
the Collateral Agent at a place or places designated by the Collateral Agent which are reasonably convenient to the Collateral
Agent and such Grantor, whether at such Grantor’s premises or elsewhere. Until the Collateral Agent is able to effect a sale,
lease, or other disposition of the Collateral, the Collateral Agent shall have the right to hold or use the Collateral, or any
part thereof, to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other
purpose deemed appropriate by the Collateral Agent. The Collateral Agent shall have no obligation to any Grantor to maintain or
preserve the rights of such Grantor as against third parties with respect to the Collateral while the Collateral is in the possession
of the Collateral Agent or marshal any Collateral for the benefit of any Person. In the event the Collateral Agent seeks to take
possession of all or any portion of the Collateral by judicial process, each Grantor irrevocably waives (i) any demand for possession
prior to the commencement of any suit or action to recover the Collateral and (ii) any requirement that the Collateral Agent
retain possession and not dispose of any Collateral until after trial or final judgment. Subject to any Applicable Intercreditor
Agreement, the Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of the Collateral
and to enforce any of the Collateral Agent’s remedies (for the benefit of the Collateral Agent and the other Secured Parties),
with respect to such appointment without prior notice or hearing as to such appointment. To the maximum extent permitted by applicable
law, each Grantor waives all claims, damages, and demands against the Collateral Agent or any of the other Secured Parties arising
out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence, bad faith
or willful misconduct of the Collateral Agent or such Secured Party as finally determined by a court of competent jurisdiction.
Each Grantor agrees that ten (10) days’ prior notice by the Collateral Agent of the time and place of any public sale or
of the time after which a private sale may take place is reasonable notification of such matters. Each Grantor shall remain liable,
jointly and severally with the other Grantors, for any deficiency if the proceeds of any sale or disposition of the Collateral
are insufficient to pay all Secured Obligations, including any attorneys’ fees or other expenses (to the extent provided
for herein or in the Second Lien Documents) incurred by the Collateral Agent or any of the other Secured Parties to collect such
deficiency.


 


(iii)           
Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice
(to the maximum extent permitted by applicable law) of any kind in connection with this Agreement or any Collateral.


 






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(iv)            
To the extent that applicable law imposes duties on the Collateral Agent to exercise remedies in a commercially reasonable
manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent, (A) to fail
to incur expenses reasonably deemed significant by the Collateral Agent to prepare the Collateral for disposition or otherwise
to complete raw material or work in process into finished goods or other finished products for disposition, (B) to fail to
obtain third party consents for access to the Collateral to be disposed of, or to obtain or, if not required by other law, to fail
to obtain governmental or third party consents for the collection or disposition of the Collateral to be collected or disposed
of, (C) to fail to exercise collection remedies against Account Debtors or other Persons obligated on the Collateral or to
remove Liens on or any adverse claims against the Collateral, (D) to exercise collection remedies against Account Debtors
and other Persons obligated on the Collateral directly or through the use of collection agencies and other collection specialists,
(E) to advertise dispositions of the Collateral through publications or media of general circulation, whether or not the Collateral
is of a specialized nature, (F) to contact other Persons, whether or not in the same business as any Grantor, for expressions
of interest in acquiring all or any portion of such Collateral, (G) to hire one or more professional auctioneers to assist
in the disposition of the Collateral, whether or not the Collateral is of a specialized nature, (H) to dispose of the Collateral
by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable
capacity of doing so, or that match buyers and sellers of assets, (I) to dispose of assets in wholesale rather than retail
markets, (J) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (K) to purchase insurance
or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of the Collateral or to
provide to the Collateral Agent a guaranteed return from the collection or disposition of the Collateral, (L) to dispose of
Leases, Inventory and related Collateral in one or more portfolio sales or in individual sale transactions, or (M) to the
extent deemed appropriate by the Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and
other professionals to assist the Collateral Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges
that the purpose of this Section 20(b)(iv) is to provide non-exhaustive indications of what actions or omissions by
the Collateral Agent would not be commercially unreasonable in the Collateral Agent’s exercise of remedies against the Collateral
and that other actions or omissions by the Collateral Agent shall not be deemed commercially unreasonable solely on account of
not being indicated in this Section 20(b)(iv). Without limitation upon the foregoing, nothing contained in this Section 20(b)(iv)
shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been
granted or imposed by this Agreement or by applicable law in the absence of this Section 20(b)(iv).


 


(c)              
Notwithstanding the above provisions of this Section 21, the rights of the Collateral Agent and each other Secured
Party shall be subject to the provisions of any Applicable Intercreditor Agreement.


 






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(d)              
The proceeds of any collection, sale, disposition or other realization of Collateral upon the enforcement of the security
for the Secured Obligations (including for these purposes distributions of cash, securities or other property on account of the
value of the Collateral in a bankruptcy case of any Grantor), including any Collateral consisting of cash, shall, subject to any
Applicable Intercreditor Agreement, be applied as follows:


 


FIRST, to
the payment of all costs and reasonable expenses incurred by the Collateral Agent in connection with such collection or sale or
otherwise in connection with this Agreement or any other Second Lien Document and all other Secured Obligations constituting fees,
indemnities, expenses and other amounts (other than principal and interest) owed to the Collateral Agent in its capacity as such,
including all and the reasonable and documented out-of-pocket court costs, fees and documented expenses of its agents and legal
counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Second Lien Document on behalf
of any Grantor and any other reasonable and documented out-of-pocket costs or expenses incurred in connection with the exercise
of any right or remedy hereunder or under any other Second Lien Document;


 


SECOND,
to the payment to the Second Lien Agents on a pro rata basis until in full of all Secured Obligations constituting fees, indemnities,
expenses and other amounts (other than principal and interest) owed to the Second Lien Agents in their capacities as such;


 


THIRD, to
each Authorized Second Lien Representative on a pro rata basis (based on the Secured Obligations (other than Certain Insolvency
Obligations (as defined below)) for which each such Authorized Second Lien Representative is the Second Lien Agent) until the payment
in full of all of the Indenture Obligations and Additional Second Lien Obligations (in each case, other than Certain Insolvency
Obligations (as defined below)), the amounts so distributed to be applied by the applicable Authorized Second Lien Representative
among the Notes Secured Parties in accordance with the Indenture and among the Additional Secured Parties in accordance with the
applicable Additional Loan Documents, as applicable;


 


FOURTH,
to each Authorized Second Lien Representative on a pro rata basis until the payment in full of all interest or entitlement to fees
or expenses or other charges that accrue on the Indenture Obligations and Additional Second Lien Obligations after the commencement
of any Insolvency or Liquidation Proceeding (“Certain Insolvency Obligations”); and


 


FIFTH, to
the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.


 






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SECTION
22.  Grant of License to Use
Proprietary Rights. Solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under Section 21
hereof (including, without limiting the terms of Section 21 hereof, in order to take possession of, hold,
preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of the Collateral), effective
solely upon the occurrence and during the continuance of an Event of Default and, subject to any Applicable Intercreditor
Agreement, exercisable at such time as the Collateral Agent shall be otherwise lawfully entitled to exercise such rights and
remedies, each Grantor hereby grants to the Collateral Agent, to the extent such Grantor has the right to grant such right or
access without additional payment or obligation, for the benefit of the Secured Parties, a nonexclusive license (exercisable
without payment of royalty or other compensation to such Grantor) to use, license or sublicense any Proprietary Rights now
owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to
all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the
compilation or printout thereof. Solely with respect to Proprietary Rights in or to trademarks or service marks and trade
dress, the license granted under this Section 22 shall be made subject to reasonable quality control obligations
reasonably required to maintain the validity and enforceability of such trademarks, service marks or trade dress, as
applicable.


 


SECTION
23.  Limitation on the Collateral
Agent’s and the Other Secured Parties’ Duty in Respect of Collateral. The Collateral Agent and each other Secured
Party shall use reasonable care with respect to the Collateral in its possession or under its control. Neither the Collateral Agent
nor any of the other Secured Parties shall have any other duty as to any Collateral in its possession or control or in the possession
or control of the Collateral Agent or nominee of the Collateral Agent or such other Secured Party, or any income thereon or as
to the preservation of rights against prior parties or any other rights pertaining thereto.


 






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SECTION
24.  Miscellaneous. (a) Reinstatement.
(i) This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against
any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any
creditor or creditors or should a receiver or trustee be appointed for all or any significant part of such Grantor’s assets,
and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured
Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored
or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,”
or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof,
is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount
paid and not so rescinded, reduced, restored or returned.


 


(ii) The agreements
in this clause (a) shall survive the Discharge of Secured Obligations.


 


(b)               Notices.
All notices and other communications provided for hereunder shall be in writing (including telegraphic or telecopy
communication or facsimile transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered to it (a) if to any
Grantor, addressed to it in care of the Company at 100 First Stamford Place, Suite 700, Stamford, CT 06902, (b) if to the
Note Trustee, to Wells Fargo Bank, National Association, at 150 East 42nd Street, 40th Floor, New York, New York 10017,
(d) if to the Collateral Agent, to Wells Fargo Bank, National Association, at 150 East 42nd Street, 40th Floor, New York, New
York 10017, and (e) if to any Additional Second Lien Agent at its address specified in the Secured Party Security Agreement
Supplement (in all cases above, or such other address as such Person may designate from time to time by notice to the other
parties hereto). Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request,
consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other
party, or whenever any of the parties desires to give and serve upon any other party any communication with respect to this
Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and
shall be given in the manner, and deemed received, as provided for in the Indenture and the Additional Second Lien Agreements
(if any).


 






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(c)              
Severability. Whenever possible, each provision of this Agreement shall be interpreted in a manner as to be effective
and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law,
such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Agreement.


 


(d)              
No Waiver; Cumulative Remedies; Amendments, Additional Grantors and Additional Second Lien Obligation Arrangements, etc.


 


(i)                
Neither the Collateral Agent nor any of the other Secured Parties shall by any act, delay, omission or otherwise be deemed
to have waived any of its rights or remedies hereunder, and no waiver shall be valid unless in writing, signed by the Collateral
Agent and then only to the extent therein set forth. A waiver by the Collateral Agent of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which the Collateral Agent would otherwise have had on any future
occasion. No failure to exercise nor any delay in exercising, on the part of the Collateral Agent or any of the other Secured Parties,
any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right,
power or privilege hereunder preclude any other or future exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies hereunder provided are cumulative and may be exercised singly or concurrently, and are not exclusive of
any rights and remedies provided by law.


 


(ii)             
Except as otherwise expressly specified herein or in any Applicable Intercreditor Agreement, none of the terms or provisions
of this Agreement may be waived, altered, modified or amended except by an instrument in writing, duly executed by the Authorized
Second Lien Representative of each series of Secured Obligations directly affected by such waiver, alteration, modification or
amendment (each such Authorized Second Lien Representative to act at the direction of, or with the consent of, the requisite number
of holders of the applicable Second Lien Obligations specified in the relevant Second Lien Document or as otherwise provided in
the relevant Second Lien Document), the Collateral Agent and Grantors.


 


(iii)            Upon
the execution and delivery by any Person of a security agreement supplement in substantially the form of Exhibit A hereto
(each a “Security Agreement Supplement”), such Person shall be referred to as an
 “Additional Grantor” and shall be and become a Grantor hereunder, and each reference in this Agreement and
the other Second Lien Documents to “Grantor” shall also mean and be a reference to such Additional
Grantor, each reference in this Agreement and the other Second Lien Documents to the “Collateral” shall
also mean and be a reference to the Collateral granted by such Additional Grantor and each reference in this Agreement to a
Schedule shall also mean and be a reference to the schedules attached to such Security Agreement Supplement.


 






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(iv)            
Upon the execution and delivery, or authentication, by any Person of a secured party security agreement supplement in substantially
the form of Exhibit B hereto (each a “Secured Party Security Agreement Supplement”), (a) such Person shall be
referred to as an “Additional Second Lien Agent” and shall be and become a Secured Party hereunder, (b) each
reference in this Agreement to “Secured Parties” shall also mean and be a reference to the Additional Secured Parties
represented by such Additional Second Lien Agent, (c) each reference in this Agreement of a grant of a security interest in a Grantor’s
Collateral to a Secured Party shall also mean a grant of a security interest to the Additional Secured Parties represented by such
Additional Second Lien Agent, (d) in the case of a Secured Party Security Agreement Supplement delivered by an Additional Second
Lien Agent, each reference to an Authorized Second Lien Representative shall be a reference to the Authorized Second Lien Representatives
and/or the Additional Second Lien Agent, (e) in the case of a Secured Party Security Agreement Supplement delivered by an Additional
Second Lien Agent, each reference to Second Lien Agents shall be a reference to the Authorized Second Lien Representatives, the
Note Trustee and the Additional Second Lien Agent; and (f) Sections 19, 20 and 21(a) may be amended and restated
if deemed prudent in the reasonable discretion of the Collateral Agent and the Authorized Second Lien Representatives, acting unanimously
(subject to, for the avoidance of doubt, the Grantors’ rights under Section 24(d)(ii)). Among other things, the Secured
Party Security Agreement Supplement shall, for the avoidance of doubt, appoint the Collateral Agent as the Additional Secured Parties’
collateral agent pursuant to terms of this Agreement. The execution and delivery of any such Secured Party Security Agreement Supplement
shall not require the consent of any other party to this Agreement; provided that the Indebtedness secured by such Secured
Party Security Agreement Supplement is not prohibited by any applicable Second Lien Documents or any Applicable Intercreditor Agreement
as certified to the Collateral Agent by the Company in an Officers’ Certificate. The rights and obligations of each party
to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Party or Additional Second
Lien Agent to this Agreement. The Company shall deliver fully executed copies of the Secured Party Security Agreement Supplements
to each Second Lien Agent and the Collateral Agent.


 


(e)              
Limitation by Law. All rights, remedies and powers provided in this Agreement may be exercised only to the extent
that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Agreement are intended
to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so
that they shall not render this Agreement invalid, unenforceable, in whole or in part, or not entitled to be recorded, registered
or filed under the provisions of any applicable law.


 






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(f)               
Enforcement Expenses; Indemnification.


 


(i)                
Each Grantor agrees to pay or reimburse each Secured Party, including the Applicable Authorized Second Lien Representative,
for all its reasonable costs and expenses incurred in collecting against such Grantor under the guarantee contained in or related
to the relevant Second Lien Document or otherwise enforcing or preserving any rights under this Agreement and the other Second
Lien Documents to which such Grantor is a party, including, without limitation, the reasonable and documented fees and disbursements
of counsel to each Secured Party, including the Applicable Authorized Second Lien Representative, in each case, subject to and
in accordance with the relevant Second Lien Document.


 


(ii)             
Each Grantor agrees to indemnify, defend and save and hold harmless the Collateral Agent and each of its Affiliates and
their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and
against, and shall pay promptly after demand therefor, any and all claims, damages (excluding any special, punitive, indirect or
consequential damages), losses, liabilities and out-of-pocket expenses (including, without limitation, expenses and reasonable
fees of external counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case, arising out
of or in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except
to the extent such claim, damage, loss, liability or expense has resulted from such Indemnified Party’s gross negligence,
bad faith or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction.


 


(iii)           
Each Grantor will, promptly after demand therefor, pay to the Collateral Agent the amount of any and all reasonable and
documented out-of-pocket expenses, including, without limitation, the reasonable and documented out-of-pocket fees and expenses
for counsel and of any experts and agents, that they may incur in connection with (i) the negotiation and administration of this
Agreement (including, without limitation, reasonable and documented out-of-pocket fees and expenses for counsel), or (ii) the custody,
preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Grantor,
or (iii) the exercise or enforcement of any of the rights of the Collateral Agent, the Second Lien Agents or the other Secured
Parties hereunder.


 


(iv)            
Each Grantor agrees to pay, and to save the Collateral Agent and the other Secured Parties harmless from, any and all liabilities
with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or
determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this
Agreement.


 






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(v)              
The agreements in this clause (f) shall survive the Discharge of Secured Obligations.


 


(g)              
Termination of this Agreement; Releases.


 


(i)                
This Agreement and all security interests and Liens granted hereby shall automatically terminate and be released upon the
Discharge of the Secured Obligations.


 


(ii)             
Prior to the Discharge of First Lien Obligations, to the extent provided in Section 5.1 of the Intercreditor Agreement,
Liens on certain Collateral created under this Agreement may automatically terminate and be released and all rights of the Collateral
Agent, the Second Lien Agents and the Secured Parties to such Collateral shall automatically be terminated and discharged, in each
case without further actions by a Person. Upon any such termination, the Second Lien Agents and the Collateral Agent will, at the
applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request
to evidence such termination; provided that the Company shall deliver to the Collateral Agent an Officers’ Certificate
stating that such release is in compliance with the Intercreditor Agreement.


 


(iii)           
If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction not prohibited
by any applicable Second Lien Documents, to any Person other than the Company or any other Grantors, then the Liens created hereby
on such Collateral shall automatically terminate and be released without further actions by any Person. In connection therewith,
the Collateral Agent, at the request and sole expense of such Grantor, and upon receipt from such Grantor of an Officers’
Certificate describing the Collateral, the conditions of such termination and release and compliance with the applicable Second
Lien Documents, shall promptly execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable
to evidence such termination and release. A Grantor shall be automatically released from its obligations hereunder if such Person
ceases to be a Subsidiary as a result of a transaction not prohibited by any applicable Second Lien Documents and the Liens on
the applicable Collateral pledged by such Grantor hereunder shall be automatically released, in each case without any further actions
by any Person; provided that the Company shall deliver to the Collateral Agent an Officers’ Certificate identifying
the relevant Grantor and stating that such transaction is not prohibited by the Second Lien Documents.


 


(iv)            
Upon any Collateral being or becoming an Excluded Asset, the Lien created hereby on such Collateral shall automatically
terminate and be released without further actions by any Person. In connection therewith, the Collateral Agent, at the request
and sole expense of the applicable Grantor, and upon receipt from such Grantor of an Officer’s Certificate describing such
Collateral, shall promptly execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable
to evidence such termination and release.


 






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(v)               To
the extent provided in the Indenture, including in Section 14.05 thereof, the Lien on all or part of the Collateral created
under this Agreement that secures the Secured Obligations with respect to the Indenture Obligations shall
automatically terminate and be released and all rights of the Note Trustee and the Notes Secured Parties to the Collateral
shall automatically revert to the applicable Grantor, in each case, without further actions by any Person. Upon any such
termination and release, the Note Trustee and the Collateral Agent will, at the applicable Grantor’s expense, execute
and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination and release; provided
that the Company shall deliver to the Collateral Agent an Officers’ Certificate stating that such transaction is not
prohibited by the Indenture Documents.


 


(vi)            
To the extent provided in an Additional Second Lien Agreement, the Lien on all Collateral created under this Agreement that
secures the Secured Obligations with respect to the Additional Second Lien Obligations under such Additional Second Lien Agreement
and the related Additional Second Lien Documents shall automatically terminate and be released and all rights of the applicable
Second Lien Agent and applicable Additional Secured Parties to the Collateral shall automatically revert to the applicable Grantor,
in each case, without further actions by any Person. Upon any such termination and release, the applicable Second Lien Agent and
the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such
Grantor shall reasonably request to evidence such termination and release; provided that the Company shall deliver to the
Collateral Agent an Officers’ Certificate stating that such transaction is not prohibited by the applicable Additional Second
Lien Documents.


 


(vii)         
Any execution and delivery of documents pursuant to this clause (g) shall be without recourse to or warranty by the Collateral
Agent and other Second Lien Agents.


 


(h)              
Successors and Assigns. This Agreement and all obligations of each Grantor hereunder shall be binding upon and inure
to the benefit of the successors and assigns of such Grantor (including any debtor-in-possession on behalf of such Grantor) and
shall, together with the rights, remedies and obligations of the Collateral Agent hereunder, inure to the benefit of and be binding
upon the Secured Parties, all future holders of any instrument evidencing any of the Secured Obligations and their respective successors
and assigns. No sales of participations, other sales, assignments, transfers or other dispositions of any agreement governing or
instrument evidencing the Secured Obligations or any portion thereof or interest therein shall in any manner affect the Lien granted
to the Collateral Agent, for the benefit of the Secured Parties, hereunder. Except as expressly permitted by the terms of the Indenture
and the Additional Second Lien Agreements (if any), no Grantor may assign, sell, hypothecate or otherwise transfer any interest
in or obligation under this Agreement.


 






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(i)                
Counterparts. This Agreement may be authenticated in any number of separate counterparts, each of which shall collectively
and separately constitute one and the same agreement. This Agreement may be authenticated by manual signature, facsimile or electronic
means, all of which shall be equally valid.


 


(j)                
Governing Law.


 


(i)              THIS
AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK; PROVIDED THAT, TO THE EXTENT THE LAWS OF ANY JURISDICTION OTHER THAN NEW YORK SHALL GOVERN IN REGARD
TO THE VALIDITY, PERFECTION OR EFFECT OF PERFECTION OF ANY LIEN OR IN REGARD TO PROCEDURAL MATTERS AFFECTING ENFORCEMENT OF ANY
LIENS ON COLLATERAL, SUCH LAWS OF SUCH OTHER JURISDICTIONS SHALL CONTINUE TO APPLY TO THAT EXTENT.


 


(ii)             
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF
THE UNITED STATES OF AMERICA LOCATED IN NEW YORK COUNTY, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE GRANTORS,
THE SECOND LIEN AGENTS AND THE COLLATERAL AGENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION
OF THOSE COURTS. EACH OF THE GRANTORS, THE SECOND LIEN AGENTS AND THE COLLATERAL AGENT IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. NOTWITHSTANDING
THE FOREGOING: (x) THE SECOND LIEN AGENTS AND THE COLLATERAL AGENT SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING
AGAINST ANY GRANTOR OR ANY PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION ANY SECOND LIEN AGENT OR THE COLLATERAL AGENT DEEMS
NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR OTHER SECURITY FOR THE SECURED OBLIGATIONS AND (y) EACH
OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO
BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.


 






    36


     


    

 


(iii)            SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THIS AGREEMENT. EACH GRANTOR HEREBY
WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY
REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO THE COMPANY AT ITS ADDRESS SET FORTH OPPOSITE ITS NAME ON ITS
SIGNATURE PAGE or to such other address as the company may designate for itself by
notice to the Collateral Agent AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME
SHALL HAVE BEEN SO DEPOSITED IN THE U.S. MAILS POSTAGE PREPAID. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF THE
COLLATERAL AGENT TO SERVE LEGAL PROCESS BY ANY OTHER MANNER PERMITTED BY LAW.


 


(k)              
Waiver of Jury Trial. THE GRANTORS, THE SECOND LIEN AGENTS AND THE COLLATERAL AGENT EACH IRREVOCABLY WAIVES ITS RESPECTIVE
RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER
PARTY OR ANY SECOND LIEN AGENT OR COLLATERAL AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS,
TORT CLAIMS, OR OTHERWISE. THE GRANTORS, THE SECOND LIEN AGENTS AND THE COLLATERAL AGENT EACH AGREES THAT ANY SUCH CLAIM OR CAUSE
OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR
RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH
SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.


 


(l)                
Section Titles. The Section titles contained in this Agreement are and shall be without substantive meaning or content
of any kind whatsoever and are not a part of the agreement between the parties hereto.


 


(m)            
No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement.
In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provisions of this Agreement.


 


(n)              
Advice of Counsel. Each of the parties represents to each other party hereto that it has discussed this Agreement
and, specifically, the provisions of Sections 24(j) and Section 24(k), with its counsel.


 


(o)              
Benefit of the Secured Parties. All Liens granted or contemplated hereby shall be for the benefit of the Secured
Parties and, subject to any Applicable Intercreditor Agreement, all proceeds or payments realized from the Collateral in accordance
herewith shall be applied to the Secured Obligations in accordance with Section 21(d) hereof and, to the extent of distributions
pursuant thereto in respect the various Secured Obligations, in accordance with the terms of the applicable Second Lien Documents.


 






    37


     


    

 


(p)              
INTERCREDITOR AGREEMENTS. REFERENCE IS HEREBY MADE TO THE INTERCREDITOR AGREEMENT AND EACH OTHER APPLICABLE INTERCREDITOR
AGREEMENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, (I) THE LIENS AND SECURITY INTERESTS GRANTED PURSUANT TO THIS AGREEMENT
ARE EXPRESSLY SUBJECT AND SUBORDINATE TO THE LIENS AND SECURITY INTERESTS GRANTED PURSUANT TO THE FIRST LIEN COLLATERAL DOCUMENTS
(AS SUCH TERM IS DEFINED IN THE INTERCREDITOR AGREEMENT) AND (II) THE EXERCISE OF ANY RIGHT OR REMEDY HEREUNDER IS SUBJECT TO THE
LIMITATIONS AND PROVISIONS OF THE INTERCREDITOR AGREEMENT AND ANY OTHER APPLICABLE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY
CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT OR ANY OTHER APPLICABLE INTERCREDITOR AGREEMENT AND THE TERMS OF THIS
AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT OR SUCH OTHER APPLICABLE INTERCREDITOR AGREEMENT SHALL GOVERN. THE COLLATERAL
AGENT, FOR ITSELF AND ON BEHALF OF EACH OF THE SECOND LIEN AGENTS AND OTHER SECURED PARTIES, HEREBY AGREES THAT ANY PROVISION OF
THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, NO GRANTOR SHALL BE REQUIRED TO ACT OR REFRAIN FROM ACTING IN A MANNER THAT IS
INCONSISTENT WITH THE TERMS AND PROVISIONS OF SUCH APPLICABLE INTERCREDITOR AGREEMENT. WITHOUT LIMITATION OF THE FOREGOING AND
IN ANY EVENT, NO GRANTOR SHALL BE REQUIRED TO TAKE ANY ACTION HEREUNDER IF TAKING SUCH ACTION (X) WOULD BE INCONSISTENT WITH THE
TERMS OF SUCH APPLICABLE INTERCREDITOR AGREEMENT OR (Y) WOULD IMPAIR THE ABILITY OF ANY FIRST LIEN AGENT OR OTHER FIRST LIEN SECURED
PARTY TO PERFECT OR ENFORCE ITS INTEREST IN ANY COLLATERAL OR TO OBTAIN POSSESSION OR CONTROL (WITHIN THE MEANING OF THE UCC) OF
ANY COLLATERAL IN ORDER TO ASSURE THE PRIORITY OF THE LIEN THEREIN OF SUCH FIRST LIEN AGENT OR OTHER FIRST LIEN SECURED PARTY AS
AGAINST ANY OTHER PERSON.


 


(q)              
Amendment and Restatement. Until the amendment and restatement of the Existing Security Agreement becomes effective
on November 20, 2019 (the “Restatement Date”), the Existing Security Agreement shall remain in full force and
effect and shall not be affected hereby. On and after the Restatement Date, all obligations, grants, pledges and duties of the
Grantors under the Existing Security Agreement shall automatically become obligations, grants, pledges and duties of the Grantors
hereunder and the provisions of the Existing Security Agreement shall be superseded by the provisions hereof. The security interests
and pledges of the Collateral created under the Existing Security Agreement are hereby ratified and confirmed and shall continue
to be in full force and effect following the Restatement Date as security for the due and prompt payment and performance when done
(whether at stated maturity, by acceleration or otherwise) by each Grantor of all of the present and future Secured Obligations
of such Grantor.


 


[Remainder of page intentionally left
blank]


 






    38


     


    

 



 


IN WITNESS WHEREOF, each
of the parties hereto has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first
set forth above.


 


	 	GRANTORS:
	 	 
	 	 
	Address for notices:	UNITED RENTALS, INC.
	100 First Stamford Place, Suite 700	 
	Stamford, CT 06902	 
	 	By:	/s/ Irene Moshouris
	 	Name:	Irene Moshouris
	 	Title:	Senior Vice President and Treasurer
	 	 	 
	 	 	 
	Address for notices:	UNITED RENTALS (NORTH AMERICA), INC.
	100 First Stamford Place, Suite 700	 
	Stamford, CT 06902	 
	 	By:	/s/ Irene Moshouris
	 	Name:	Irene Moshouris
	 	Title:	Senior Vice President and Treasurer
	 	 	 
	 	 	 
	Address for notices:	UNITED RENTALS (DELAWARE), INC.
	100 First Stamford Place, Suite 700	 
	Stamford, CT 06902	 
	 	By:	/s/ Irene Moshouris
	 	Name:	 Irene Moshouris
	 	Title:	Vice President and Treasurer
	 	 	 
	 	 	 
	Address for notices:	UNITED RENTALS HIGHWAY TECHNOLOGIES GULF, LLC
	100 First Stamford Place, Suite 700	 
	Stamford, CT 06902	 
	 	By its Sole Initial Member, United Rentals (North America), Inc.
	 	 
	 	 
	 	By:	/s/ Irene Moshouris
	 	Name:	Irene Moshouris
	 	Title:	Senior Vice President and Treasurer



 


[Signature Page to Security Agreement]


 






     


     


    

 


	Address for notices:	UNITED RENTALS REALTY, LLC
	100 First Stamford Place, Suite 700	 
	Stamford, CT 06902	 
	 	By its Managing Member, United Rentals (North America), Inc.
	 	 
	 	 
	 	By:	/s/ Irene Moshouris
	 	Name:	 Irene Moshouris
	 	Title:	Senior Vice President and Treasurer




 


[Signature Page to Security Agreement]


 








     


     


    

 


	Address for notices:	NOTE TRUSTEE:
	150 East 42nd Street, 40th Floor	 
	New York, New York 10017	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Note Trustee
	Attn:  Patrick Giordano	 
	Tel: (857) 504-2448	 
	 	By:	/s/ Patrick Giordano
		Name:	Patrick Giordano
	 	Title:	Vice President
	 	 
	Address for notices:	COLLATERAL AGENT:
	150 East 42nd Street, 40th Floor	 
	New York, New York 10017	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent
	Attn:  Patrick Giordano	 
	Tel: (857) 504-2448	 
		By:	/s/ Patrick Giordano
	 	Name:	Patrick Giordano
	 	Title:	Vice President




 


[Signature Page to Security Agreement]


 






     


     


    





 


ANNEX A

to

SECURITY AGREEMENT


 


DEFINITIONS


 


All capitalized terms used but not otherwise
defined in this Agreement shall have the following respective meanings:


 


“ABL Credit
Agreement” shall mean the Third Amended and Restated Credit Agreement, dated as of February 15, 2019, among the Company
and certain of its Subsidiaries, as Borrowers, Holdings and certain of its Subsidiaries, as Guarantors, Bank of America, N.A.,
as agent, U.S. swingline lender and letter of credit issuer, Bank of America, N.A. (acting through its London branch), as ROW swingline
lender, Bank of America, N.A. (acting through its Canada branch), as Canadian swingline lender, Bank of America Merrill Lynch International,
Designated Activity Company, as French swingline lender, and the lenders and other financial institutions party thereto, together
with the related documents (including any term loans and revolving loans thereunder, any guarantees and any security documents,
instruments and agreements executed in connection therewith), as amended, extended, renewed, restated, supplemented or otherwise
modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time
to time, and any credit agreement that has been designated in writing by the Company to the First Lien Agents and the Second Lien
Agents under the Intercreditor Agreement as the “ABL Credit Agreement” for purposes of the Intercreditor Agreement,
the Indenture and the Notes Collateral Documents incurred to refinance or replace, in whole or in part, the borrowings and commitments
at any time outstanding or permitted to be outstanding under such credit agreement or a successor credit agreement, whether by
the same or any other lender or holder of Indebtedness or group of lenders or holders of Indebtedness and whether to the same obligor
or different obligors and whether for the same or a different amount (including an increased amount) or on the same or different
terms, conditions, covenants and other provisions.


 


“Acceptable
Intercreditor Agreement” shall mean an intercreditor agreement between the Collateral Agent and one or more persons or
representatives of persons (other than any Grantor) benefitting from a Lien on any Collateral containing customary terms and conditions
for comparable transactions, which shall be in form and substance reasonably acceptable to the Collateral Agent; provided
that any intercreditor agreement between the Collateral Agent and one or more persons or representatives of persons (other than
any Grantor) benefitting from a Lien on any Collateral that is intended to be senior to the Collateral Agent’s Lien having
terms that the Company determines in good faith are substantially consistent with, or not materially less favorable, taken as a
whole, to the Notes Secured Parties than, the terms of the Intercreditor Agreement (as amended, restated, modified or replaced
in accordance with its terms) shall be deemed to be reasonably acceptable to the Collateral Agent.


 


“Account Debtor”
shall mean each Person obligated in any way on or in connection with an Account, Chattel Paper or General Intangible (including
a payment intangible).


 




    	 	Annex A-1	 



     


    

 


“Accounts”
shall mean, with respect to each Grantor, all of such Grantor’s now owned or hereafter acquired or arising accounts, as defined
in the UCC, and Leases, including any rights to payment for the sale or lease of goods or rendition of services, whether or not
they have been earned by performance, all Progress Billings, and all rentals, lease payments and other monies due and to become
due under any Lease.


 


“Additional
Grantor” shall have the meaning set forth in Section 24(d).


 


“Additional
Second Lien Agent” shall mean any agent, trustee or representative of the holders of Additional Second Lien Obligations
who (a) is appointed as the Second Lien Agent (for purposes related to the administration of the security documents related thereto)
pursuant to a credit agreement or other agreement governing such Additional Second Lien Obligations, together with its successors
in such capacity, (b) has become a party to this Agreement pursuant to Section 24(d) and (c) to the extent any Applicable
Intercreditor Agreement is in existence at such time, has become a party to such Applicable Intercreditor Agreement.


 


“Additional
Second Lien Agreement” shall mean any Credit Facility evidencing or governing Additional Second Lien Debt (other than
any Indenture Document), in each case, in respect of which an Additional Second Lien Agent has become a party to this Agreement
pursuant to Section 24(d) and, to the extent any Applicable Intercreditor Agreement is in existence at such time, has become
a party to such Applicable Intercreditor Agreement.


 


“Additional
Second Lien Debt” shall mean Indebtedness secured by a Lien incurred pursuant to clause (b), (dd) or (ee) of the definition
of “Permitted Liens” in the Indenture that is to be equally and ratably secured with any other Second Lien Obligation;
provided that (a) such Indebtedness has been designated by the Company in an Officers’ Certificate delivered to the
Second Lien Agents as “Additional Second Lien Debt” for the purposes of this Agreement which certificate shall include
a certification by an officer of the Company that such Additional Second Lien Obligations are Additional Second Lien Obligations
permitted to be so incurred in accordance with each of the First Lien Documents and each of the Second Lien Documents, (b) any
agent, trustee or representative of the holders of the Second Lien Obligations related to such Additional Second Lien Debt shall
have become a party to this Agreement pursuant to Section 24(d) and (c) to the extent any Applicable Intercreditor Agreement
is in existence at such time, any agent, trustee or representative of the holders of the Second Lien Obligations related to such
Additional Second Lien Debt has become a party to such Applicable Intercreditor Agreement.


 


“Additional
Second Lien Documents” shall mean (a) each Additional Second Lien Agreement and each of the other agreements, documents
or instruments evidencing, governing or securing any Additional Second Lien Obligations and (b) any other related documents or
instruments executed and delivered pursuant to any Second Lien Document described in clause (a) above; provided, however,
for the avoidance of doubt, none of the Indenture Documents shall constitute Additional Second Lien Documents.


 


“Additional
Second Lien Obligations” shall mean (a) any Obligations with respect to any Additional Second Lien Agreement, (b)
all reimbursement obligations (if any) and interest thereon with respect to any letter of credit or similar instruments
issued pursuant to any Additional Second Lien Agreement and (c) all Hedging Obligations, cash management obligations and
similar bank product obligations between any Grantor, on the one hand, and any Person that was a lender, agent for the
lenders or holder of Obligations under any Additional Second Lien Agreement at the time the agreement governing such
obligations was entered into (or any affiliate of any Person that was a lender, agent for the lenders or holder of
Obligations under any Additional Second Lien Agreement at the time the agreement governing such obligations was entered
into), on the other hand, to the extent that such obligations are secured by Liens on the Collateral, and all fees, expenses
and other amounts payable from time to time in connection therewith; provided, however, for the avoidance of
doubt, none of the Indenture Obligations or First Lien Obligations shall constitute Additional Second Lien Obligations.


 






    	 	Annex A-2	 



     


    

 


“Additional
Secured Parties” shall mean any Additional Second Lien Agent, the lenders and letter of credit issuer(s) party to any
Additional Second Lien Agreement and any other Person holding any Additional Second Lien Obligation or to whom any Additional Second
Lien Obligation is at any time owing.


 


“Affiliate”
shall mean, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person or which owns, directly or indirectly, twenty-five percent (25%) or more of the outstanding equity interests
of such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly,
the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of
voting securities, by contract, or otherwise.


 


“Agreement”
shall have the meaning set forth in the recitals.


 


“Applicable
Agent” shall mean (i) prior to the Discharge of First Lien Obligations, the First Lien Designated Agent (as defined in
the Intercreditor Agreement) and (ii) from and after the Discharge of First Lien Obligations, the Collateral Agent.


 


“Applicable
Authorized Second Lien Representative” shall mean (i) initially the Largest Second Lien Holder at such time, (ii) thereafter,
subject to clause (iii) below, upon the occurrence of a Larger Second Lien Holder Event, the Authorized Second Lien Representative
in respect of the Second Lien Obligations with the then largest principal amount outstanding, and (iii) from and after the Non-Controlling
Authorized Second Lien Representative Enforcement Date, the Major Non-Controlling Authorized Second Lien Representative.


 


“Authorized
Second Lien Representative” shall mean (i) in the case of any Indenture Obligations, the Note Trustee and (ii) in the
case of any Additional Second Lien Obligations, the applicable Additional Second Lien Agent.


 


“Capital
Stock” shall mean, with respect to any Person, any and all shares, interests, participations, rights in or other
equivalents (however designated) of such Person’s capital stock or equity participations, and any rights (other than
debt securities convertible into capital stock), warrants or options exchangeable for or convertible into such capital stock
and, including, with respect to partnerships, limited liability companies or business trusts, ownership interests (whether
general or limited) and any other interest or participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, such partnerships, limited liability companies or business trusts.


 






    	 	Annex A-3	 



     


    

 


“Chattel Paper”
shall mean all of each Grantor’s now owned or hereafter acquired chattel paper, as defined in the UCC, including electronic
chattel paper.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


“Collateral”
shall have the meaning set forth in Section 2.


 


“Collateral
Agent” shall have the meaning set forth in the first paragraph of this Agreement.


 


“Collateral
Agent’s Liens” shall mean the Liens in the Collateral granted to the Collateral Agent, for the benefit of the Secured
Parties, pursuant to this Agreement and the other Security Documents.


 


“Company”
shall have the meaning set forth in the first paragraph of this Agreement.


 


“Controlling
Secured Parties” shall mean as between the Notes Secured Parties and the Additional Secured Parties, the Secured Parties
whose Authorized Second Lien Representative is the Applicable Authorized Second Lien Representative.


 


“Credit Agreement
Agent” shall mean Bank of America, N.A., as agent under the ABL Credit Agreement, together with its successors and assigns
in such capacity (or, in the case of a refinancing or replacement in full of the ABL Credit Agreement, the Person serving at such
time as the “Agent”, “Administrative Agent”, “Collateral Agent” or other similar representative
of the lenders under the ABL Credit Agreement, together with its successors and assigns in such capacity); provided that,
if the ABL Credit Agreement is refinanced or replaced in full by two or more credit agreements, the “Agent”, “Administrative
Agent”, “Collateral Agent” or other similar representative of the lenders under each of the credit agreements
shall select one Person from amongst themselves to serve as Credit Agreement Agent.


 


“Credit Agreement
Collateral Documents” shall mean any agreement, document or instrument pursuant to which a Lien is granted by any Grantor
to secure any Obligations with respect to the ABL Credit Agreement or under which rights or remedies with respect to any such Lien
are governed, as the same may be amended, supplemented or otherwise modified from time to time.


 






    	 	Annex A-4	 



     


    

 


“Credit
Facility” shall mean one or more debt facilities or agreements, commercial paper facilities, securities purchase
agreements, indentures or similar agreements, in each case, providing for revolving loans, term loans, receivables financing
(including through the sale of receivables to lenders or other purchasers or to special purpose entities formed to borrow
from such lenders or other purchasers against such receivables), notes, debentures, letters of credit, the issuance and sale
of securities or other debt financing, including any related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith and, in each case, as amended, extended, renewed, restated, supplemented or
otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other
provisions) from time to time, and any agreements, indentures or other instruments (and related documents) governing any form
of Indebtedness incurred to refinance or replace, in whole or in part, the borrowings and commitments at any time outstanding
or permitted to be outstanding under such facility or agreement or successor facility or agreement whether by the same or any
other lender or holder of Indebtedness or group of lenders or holders of Indebtedness and whether the same obligor or
different obligors and whether for the same or a different amount (including an increased amount) or on the same or different
terms, conditions, covenants and other provisions.


 


“Currency Agreement”
shall mean any foreign exchange contract, currency swap agreement or other similar agreement with respect to currency values.


 


“Debtor Relief
Laws” shall mean any bankruptcy, insolvency or debtor relief law, including, without limitation, the U.S. Bankruptcy
Code and any similar Federal, state or foreign law for the relief of debtors.


 


“Discharge of
First Lien Obligations” has the meaning set forth in the Intercreditor Agreement.


 


“Discharge of
Secured Obligations” shall mean the Discharge of Second Lien Obligations (as defined in the Intercreditor Agreement).


 


“Documents”
shall mean all “documents” as such term is defined in the UCC, including bills of lading, warehouse receipts or other
documents of title, now owned or hereafter acquired by any Grantor.


 


“Domestic Subsidiary”
shall mean any Subsidiary of the Company other than a Foreign Subsidiary.


 


“Equipment”
shall mean all of each Grantor’s now owned or hereafter acquired machinery, equipment, furniture, furnishings, fixtures,
and other tangible personal property (except Inventory), including embedded software, service and delivery vehicles with respect
to which a certificate of title has been issued, aircraft, dies, tools, jigs, molds and office equipment, as well as all of such
types of property leased by any Grantor, and all of each Grantor’s rights and interests with respect thereto under such leases
(including options to purchase); together with all present and future additions and accessions thereto, replacements therefor,
component and auxiliary parts and supplies used or to be used in connection therewith, and all substitutes for any of the foregoing,
and all manuals, drawings, instructions, warranties and rights with respect thereto; wherever any of the foregoing is located.


 






    	 	Annex A-5	 



     


    

 


“Equipment
Securitization Transaction” shall mean any sale, assignment, pledge or other transfer (a) by the Company or any
Subsidiary of the Company of rental fleet equipment, (b) by any ES Special Purpose Vehicle of leases or rental agreements
between the Company and/or any Subsidiary of the Company, as lessee, on the one hand, and such ES Special Purpose Vehicle, as
lessor, on the other hand, relating to such rental fleet equipment and lease receivables arising under such leases and rental
agreements and (c) by the Company or any Subsidiary of the Company of any interest in any of the foregoing, together, in each
case, with (i) any and all proceeds thereof (including all collections relating thereto, all payments and other rights under
insurance policies or warranties relating thereto, all disposition proceeds received upon a sale thereof, and all rights
under manufacturers’ repurchase programs or guaranteed depreciation programs relating thereto), (ii) any collection or
deposit account relating thereto and (iii) any collateral, guarantees, credit enhancement or other property or claims
supporting or securing payment on, or otherwise relating to, any such leases, rental agreements or lease receivables.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time and any final regulations
promulgated and the rulings issued thereunder.


 


“ERISA Affiliate”
shall mean any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section
414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).


 


“ES Special
Purpose Vehicle” shall mean a trust, bankruptcy remote entity or other special purpose entity which is a Subsidiary of
the Company or Holdings (or, if not a Subsidiary of the Company or Holdings, the common equity of which is wholly owned, directly
or indirectly, by the Company or Holdings) and which is formed for the purpose of, and engages in no material business other than,
acting as a lessor, issuer or depositor in an Equipment Securitization Transaction (and, in connection therewith, owning the rental
fleet equipment, leases, rental agreements, lease receivables, rights to payment and other interests, rights and assets described
in the definition of Equipment Securitization Transaction, and pledging or transferring any of the foregoing or interests therein)


 


“Event of Default”
shall mean an “Event of Default” under and as defined in any Second Lien Document.


 


“Excluded Assets”
shall have the meaning set forth in Section 2.


 


“Existing Securitization
Facility” shall have the meaning set forth in the Indenture.


 


“First Lien
Agents” shall have the meaning set forth in the Intercreditor Agreement.


 


“First Lien
Documents” shall have the meaning set forth in the Intercreditor Agreement.


 


“First Lien
Obligations” shall have the meaning set forth in the Intercreditor Agreement.


 




    	 	Annex A-6	 



     


    

 


“First Lien
Secured Parties” shall have the meaning set forth in the Intercreditor Agreement.


 


“Foreign Subsidiary”
shall mean any Subsidiary of the Company not created or organized under the laws of the United States or any state thereof or the
District of Columbia.


 


“Foreign Subsidiary
Holding Company” shall mean any Domestic Subsidiary the primary assets of which consist of Capital Stock in (i) one or
more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.


 


“Fuel Hedging
Agreement” shall mean any forward contract, swap, option, hedge or other similar financial agreement designed to protect
against fluctuations in fuel prices.


 


“General Intangibles”
shall mean all of each Grantor’s now owned or hereafter acquired “general intangibles” as defined in the UCC,
choses in action and causes of action and all other intangible personal property of each Grantor of every kind and nature (other
than Accounts), including all contract rights, payment intangibles, Proprietary Rights, corporate or other business records, inventions,
designs, blueprints, plans, specifications, computer software, customer lists, registrations, licenses, franchises, tax refund
claims, any funds which may become due to any Grantor in connection with the termination of any Plan or other employee benefit
plan or any rights thereto and any other amounts payable to any Grantor from any Plan or other employee benefit plan, rights and
claims against carriers and shippers, rights to indemnification, business interruption insurance and proceeds thereof, property,
casualty or any similar type of insurance and any proceeds thereof, proceeds of insurance covering the lives of key employees on
which any Grantor is beneficiary, rights to receive dividends, distributions, cash, Instruments and other property in respect of
or in exchange for pledged equity interests or Investment Property and any letter of credit, guarantee, claim, security interest
or other security held by or granted to any Grantor.


 


“Goods”
shall mean all “goods” as defined in the UCC, now owned or hereafter acquired by any Grantor, wherever located, including
embedded software to the extent included in “goods” as defined in the UCC, and manufactured homes.


 


“Governmental
Authority” shall mean any nation or government, any state, provincial, territorial or other political subdivision thereof,
any central bank (or similar monetary or regulatory authority) thereof and any governmental entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.


 


“Grantor”
shall have the meaning set forth in the first paragraph of this Agreement.


 


“Hedging Obligations”
of any Person shall mean the obligations of such Person pursuant to any Interest Rate Protection Agreement, Currency Agreement
or Fuel Hedging Agreement.


 


“Holdings”
shall have the meaning set forth in the first paragraph of this Agreement.


 




    	 	Annex A-7	 



     


    

 


“Impairment”
shall have the meaning set forth in Section 19(h).


 


“Indebtedness”
shall mean and include all obligations that constitute “Indebtedness” within the meaning of the Indenture.


 


“Indenture”
shall mean the Indenture, dated as of November 4, 2019, under which the 3.875% Senior Secured Notes due 2027 were issued, among
the Company, Wells Fargo Bank, National Association, as Note Trustee and Notes Collateral Agent and the other parties thereto from
time to time, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced
(including by means of sales of debt securities to institutional investors) in whole or in part from time to time.


 


“Indenture Documents”
shall mean (a) the Indenture, the Notes, the guarantees thereof, the Notes Collateral Documents and each of the other agreements,
documents or instruments evidencing or governing any Indenture Obligations and (b) any other related documents or instruments executed
and delivered pursuant to any Indenture Document described in clause (a) above evidencing or governing any Obligations thereunder,
in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced
(including by means of sales of debt securities to institutional investors) in whole or in part from time to time.


 


“Indenture Obligations”
shall mean all Obligations in respect of the Notes or arising under the Indenture Documents or any of them. Indenture Obligations
shall include all interest accrued (or which would, absent the commencement of an Insolvency or Liquidation Proceeding, accrue)
after the commencement of an Insolvency or Liquidation Proceeding in accordance with and at the rate specified in the relevant
Indenture Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding
(including all amounts accruing on or after the commencement of an Insolvency or Liquidation Proceeding, or that would have accrued
or become due but for the effect of an Insolvency or Liquidation Proceeding and irrespective of whether a claim for all or any
portion of such amounts is allowable or allowed in such Insolvency or Liquidation Proceeding).


 


“Initial Pledged
Debt” shall mean the indebtedness set forth opposite such Grantor’s name on and as otherwise described in Part II
of Schedule I to this Agreement and issued by the obligors named therein.


 


“Initial Pledged
Equity” shall mean the shares of stock or other equity interests owned by each Grantor set forth opposite such Grantor’s
name on and as otherwise described in Part I of Schedule I to this Agreement and issued by the Persons named therein.


 


“Insolvency
or Liquidation Proceeding” shall mean (a) any voluntary or involuntary case or proceeding under any Debtor Relief
Law with respect to any Grantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor
or with respect to any of its assets, (c) any liquidation, dissolution, reorganization or winding up of any Grantor whether
voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of
creditors or any other marshalling of assets and liabilities of any Grantor.


 






    	 	Annex A-8	 



     


    

 


“Instruments”
shall mean all instruments as such term is defined in Article 9 of the UCC, now owned or hereafter acquired by any Grantor.


 


“Intellectual
Property Security Agreement” shall mean the Intellectual Property Security Agreement dated as of July 23, 2012, among
the Grantors for the benefit of the Secured Parties, as amended, restated, amended and restated, supplemented or otherwise modified
from time to time in accordance with its terms.


 


“Intercreditor
Agreement” shall have the meaning set forth in the recitals.


 


“Interest Rate
Protection Agreement” shall mean, with respect to any Person, any arrangement with any other Person whereby, directly
or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating
or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by applying
a fixed or a floating rate of interest on the same notional amount and shall include interest rate swaps, caps, floors, collars
and similar agreements.


 


“Inventory”
shall mean all of each Grantor’s now owned or hereafter acquired Rental Equipment, Merchandise and Consumables Inventory
and other inventory, goods and merchandise, wherever located, to be furnished under any contract of service or held for sale or
lease, all returned goods, raw materials, work-in-process, finished goods (including embedded software), other materials and supplies
of any kind, nature or description which are used or consumed in such Grantor’s business or used in connection with the packing,
shipping, advertising, selling or finishing of such goods, merchandise, and all documents of title or other Documents representing
them.


 


“Investment
Property” shall mean all of each Grantor’s now owned or hereafter acquired “investment property” as
defined in the UCC, and includes all right, title and interest of each Grantor in and to any and all: (a) securities whether certificated
or uncertificated; (b) securities entitlements; (c) securities accounts; (d) commodity contracts; or (e) commodity accounts.


 


“IP Notice Date”
shall have the meaning set forth in Section 15(c).


 


“Larger Second
Lien Holder Event” shall mean as of any date of determination, the date when the applicable Second Lien Obligations held
by the Largest Second Lien Holder, as the case may be, on such date ceases to represent the largest principal amount outstanding
of any then outstanding Second Lien Obligations represented by any Authorized Second Lien Representative.


 


“Largest
Second Lien Holder” shall mean initially, the Note Trustee, and from time to time thereafter, the Authorized
Second Lien Representative in respect of the Second Lien Obligations representing the largest principal amount outstanding of
any then outstanding Second Lien Obligations represented by any Authorized Second Lien Representative, as certified by the
Company to the Collateral Agent in an Officers’ Certificate.


 






    	 	Annex A-9	 



     


    

 


“Leases”
shall mean the written agreements between a Grantor and an Account Debtor entered into in the ordinary course of business of such
Grantor for rental or lease of Rental Equipment by such Grantor to such Account Debtor, including all schedules and supplements
thereto.


 


“Letter-of-Credit
Rights” shall mean “letter-of-credit rights” as such term is defined in the UCC, now owned or hereafter acquired
by any Grantor, including rights to payment or performance under a letter of credit, whether or not a Grantor, as beneficiary,
has demanded or is entitled to demand payment or performance.


 


“Lien”
shall mean any mortgage, charge, pledge, lien (statutory or other), security interest, hypothecation, assignment for security,
claim, or preference or priority or other encumbrance upon or with respect to any property of any kind. A Person shall be deemed
to own subject to a Lien any property which such Person has acquired or holds subject to the interest of a vendor or lessor under
any conditional sale agreement, finance lease or other title retention agreement.


 


“Like-Kind Exchange”
shall mean a substantially contemporaneous exchange or swap, including transactions covered by Section 1031 of the Code, of property
or assets (“Relinquished Property”) for property or assets with comparable or greater fair market value or usefulness
to the business of the Company and its Domestic Subsidiaries; provided that (a) the disposition of the Relinquished Property
is permitted under the terms of the ABL Credit Agreement, (b) the transaction is entered into in the normal course of business,
(c) the applicable “exchange agreement” reflects arm’s-length terms with a Qualified Intermediary who is not
an Affiliate of Holdings and otherwise contains customary terms and (d) all net proceeds thereof are deposited in one or more Like-Kind
Exchange Accounts.


 


“Like-Kind Exchange
Account” shall mean any account established jointly with a Qualified Intermediary pursuant to and solely for the purposes
of facilitating any Like-Kind Exchange, the amounts on deposit in which shall be limited to proceeds realized from the disposition
of Relinquished Property in connection with a Like-Kind Exchange.


 


“Major Non-Controlling
Authorized Second Lien Representative” shall mean, following a Non-Controlling Authorized Second Lien Representative
Enforcement Date, the Authorized Second Lien Representative in respect of the Second Lien Obligations with the then second largest
principal amount outstanding.


 


“Material
Account” shall mean any bank account, securities account or commodities account of any Grantor, including in any
case any account into which proceeds from any Securitization Transaction (including, but not limited to, the Existing
Securitization Facility) are deposited, but excluding (a) any “Controlled Account” under and as defined in the
documents evidencing the Existing Securitization Facility and any similar account under any Securitization Transaction, (b)
any Like-Kind Exchange Account, (c) any account which is exclusively used for disbursement purposes (including payroll
accounts) and (d) other accounts to the extent the aggregate amount of funds on deposit therein does not exceed
$25,000,000.


 






    	 	Annex A-10	 



     


    

 


“Merchandise
and Consumables Inventory” shall mean Inventory owned by a Grantor, other than Rental Equipment held for sale or rental,
including parts for Rental Equipment, parts to be sold, parts to be installed on Rental Equipment (which parts are not then incorporated
or installed in or on, or affixed or appurtenant to, any such Rental Equipment), and Inventory for the contractors supply business
of the Grantors.


 


“Multi-employer
Plan” shall mean a “multi-employer plan” as defined in Section 4001(a)(3) of ERISA which is or was at any
time during the current year or the immediately preceding six (6) years contributed to by the Company or any ERISA Affiliate.


 


“Non-Controlling
Authorized Second Lien Representative” shall mean at any time, any Authorized Second Lien Representative that is not
the Applicable Authorized Second Lien Representative at such time.


 


“Non-Controlling
Authorized Second Lien Representative Enforcement Date” shall mean the date that is 90 days (throughout which 90-day
period the Major Non-Controlling Authorized Second Lien Representative was not the Applicable Authorized Second Lien Representative)
after the occurrence of (a) an “Event of Default” under and as defined in the terms of the relevant Indebtedness and
(b) the Collateral Agent’s and each other Authorized Second Lien Representative’s receipt of written notice from such
Major Non-Controlling Authorized Second Lien Representative certifying that (i) such Authorized Second Lien Representative is the
Major Non-Controlling Authorized Second Lien Representative and that an “Event of Default”, with respect to such Indebtedness,
has occurred and is continuing and (ii) such Indebtedness is currently due and payable in full (whether as a result of acceleration
thereof or otherwise) in accordance with the terms of such Indebtedness; provided that the Non-Controlling Authorized Second
Lien Representative Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred with respect
to any Collateral (1) at any time the Applicable Authorized Second Lien Representative has directed the Collateral Agent to commence
and is pursuing any enforcement action with respect to such Collateral with reasonable diligence in light of the then existing
circumstances, taking into account any limitations on such actions under any Applicable Intercreditor Agreement, (2) at any time
a Grantor that has granted a security interest in such Collateral is then a debtor under or with respect to (or otherwise subject
to) any Insolvency or Liquidation Proceeding or (3) if the Applicable Authorized Second Lien Representative or the Collateral Agent
is subject to limitations on giving directions or commencing or pursuing enforcement actions under any Applicable Intercreditor
Agreement.


 


“Non-Controlling
Secured Parties” shall mean the Secured Parties which are not Controlling Secured Parties.


 


“Note Trustee”
shall have the meaning set forth in the first paragraph of this Agreement.


 




    	 	Annex A-11	 



     


    

 


“Notes”
shall mean (a) the 3.875% Senior Secured Notes due 2027 issued by the Company under the Indenture, (b) any additional notes issued
under the Indenture by the Company; provided that, in respect of any additional notes, the Company has delivered an Officers’
Certificate to the First Lien Agents and Second Lien Agents certifying that the Indebtedness in respect of such additional notes
is permitted to be so incurred in accordance with each of the First Lien Documents and each of the Second Lien Documents and (c)
any notes issued by the Company in exchange for, and as contemplated by, any of the foregoing notes and any related registration
rights agreement with substantially identical terms as such notes being exchanged.


 


“Notes Agent”
shall mean, collectively, the Note Trustee and the Collateral Agent.


 


“Notes Collateral
Documents” shall mean this Agreement, the Intellectual Property Security Agreement and any other agreement, document
or instrument pursuant to which a Lien is granted by a Grantor to secure any Indenture Obligations or under which rights or remedies
with respect to any such Lien are governed, as the same may be amended, supplemented or otherwise modified from time to time.


 


“Notes Secured
Parties” shall mean the Persons holding Indenture Obligations, including the Notes Agent.


 


“Obligations”
shall mean, with respect to any Indebtedness, any principal, premium (if any), interest (including interest accruing on or after
the filing of any petition in bankruptcy or for reorganization whether or not a claim for post-filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations, guarantees of such Indebtedness (or of Obligations in respect
thereof), other monetary obligations of any nature and all other amounts payable thereunder or in respect thereof.


 


“Officers’
Certificate” shall mean a certificate signed by two of the following officers or other representatives of the Company:
the Chairman of the Board of Directors, the Chief Executive Officer, the President or a Vice President, the Chief Financial Officer,
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company.


 


“Payment Account”
shall mean each bank account to which the proceeds of Collateral are deposited or credited, and which is maintained in the name
of the Collateral Agent, on terms reasonably acceptable to the Collateral Agent.


 


“Pension Plan”
shall mean a pension plan or an employee benefit plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA, other
than a Multi-employer Plan, or any other applicable laws, which a Grantor sponsors, maintains, or to which it makes, is making,
or is obligated to make contributions, or has made contributions at any time during the immediately preceding five (5) plan years.


 


“Permitted Liens”
shall mean and include all Liens that constitute “Permitted Liens” within the meaning of the Indenture.


 




    	 	Annex A-12	 



     


    

 


“Person”
shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political subdivision thereof.


 


“Plan”
shall mean any of (a) an “employee benefit plan” (including such plans as defined in Section 3(3) of ERISA) that is
subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include
(for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any
such “employee benefit plan” or “plan”; in each case, which a Grantor sponsors or maintains or to
which a Grantor or a Subsidiary of a Grantor makes, is making, or is obligated to make contributions and includes any Pension Plan.


 


“Pledged Debt”
shall have the meaning set forth in Section 2.


 


“Pledged Equity”
shall have the meaning set forth in Section 2.


 


“Progress Billing”
shall mean any invoice for goods sold or services rendered under a contract or agreement pursuant to which the Account Debtor’s
obligation to pay such invoice is conditioned upon any Grantor’s or any Subsidiary of a Grantor’s completion of any
further performance under the contract or agreement; provided that in no event will any invoice for rent under a Lease be
considered a Progress Billing.


 


“Proprietary
Rights” shall mean all of each Grantor’s now owned or hereafter arising or acquired patents, patent rights, industrial
designs, copyrights, works which are the subject matter of copyrights, trademarks, service marks, trade names, trade dress, designs
and patent, trademark and service mark applications, and all licenses and rights related to any of the foregoing, and all other
rights under any of the foregoing, all extensions, renewals, reissues, divisions, continuations, and continuations-in-part of any
of the foregoing, and all rights to sue for past, present and future infringement of any of the foregoing.


 


“Qualified Intermediary”
shall mean any Person acting in its capacity as a qualified intermediary to facilitate any Like-Kind Exchange or operate and/or
own a Like-Kind Exchange Account.


 


“Real Estate”
shall mean all of each Grantor’s now or hereafter owned or leased estates in real property, including all fees, leaseholds
and future interests, together with all of each Grantor’s now or hereafter owned or leased interests in the improvements
thereon, the fixtures attached thereto and the easements appurtenant thereto.


 


“Receivables
Securitization Transaction” shall mean any sale, discount, assignment, conveyance, participation, contribution to
capital, grant of security interest in, pledge or other transfer by the Company or any Subsidiary of the Company of accounts
receivable, lease receivables or other payment obligations owing to the Company or such Subsidiary of the Company or any
interest in any of the foregoing, together, in each case, with any collections and other proceeds thereof, any collection or
deposit account related thereto, and any collateral, guarantees or other property or claims supporting or securing payment by
the obligor thereon of, or otherwise related to, or subject to leases giving rise to, any such receivables.


 






    	 	Annex A-13	 



     


    

 


“Registered
Intellectual Property” shall have the meaning set forth in Section 15(a).


 


“Rental Equipment”
shall mean tangible personal property which is offered for sale or rent (or offered for sale as used equipment) by a Grantor in
the ordinary course of its business or used in the business of the Grantors and their Subsidiaries and included in fixed assets
in the consolidated accounts of Holdings, including Inventory that Holdings currently describes as “rental equipment”
in such consolidated accounts, but excluding any Merchandise and Consumables Inventory.


 


“Requirement
of Law” shall mean, as to any Person, any law (statutory or common), treaty, rule or regulation or determination of an
arbitrator or of a Governmental Authority, in each case, applicable to or binding upon the Person or any of its property or to
which the Person or any of its property is subject.


 


“Restricted
Subsidiary” shall mean any “Restricted Subsidiary” of the Company under, and as defined in, the Indenture.


 


“Second Lien
Agents” shall mean, collectively, the Notes Agent and each Additional Second Lien Agent.


 


“Second Lien
Documents” shall mean, collectively the Indenture Documents and the Additional Second Lien Documents.


 


“Second Lien
Obligations” shall mean, collectively, the Indenture Obligations and the Additional Second Lien Obligations.


 


“Secured Obligations”
shall mean the Second Lien Obligations.


 


“Secured Parties”
shall mean, collectively, the Notes Secured Parties and the Additional Secured Parties.


 


“Secured Party
Security Agreement Supplement” shall have the meaning set forth in Section 24(d).


 


“Securitization
Transaction” shall mean any Equipment Securitization Transaction or Receivables Securitization Transaction.


 


“Security Collateral”
shall have the meaning set forth in Section 2.


 


“Security
Documents” shall mean the security agreements, collateral assignments, agency agreements and related agreements,
instruments and documents executed and delivered pursuant to the Indenture, the Additional Second Lien Agreements (if any),
the other Second Lien Documents or any of the foregoing (including, without limitation, financing statements under the UCC of
the relevant states), as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or
otherwise modified from time to time, and pursuant to which Collateral is pledged, assigned or granted to or on behalf of the
Collateral Agent for the ratable benefit of the Secured Parties or notice of such pledge, assignment or grant is given.


 






    	 	Annex A-14	 



     


    

 


“Security Interest”
shall have the meaning set forth in Section 2.


 


“Software”
shall mean all “software” as such term is defined in the UCC, now owned or hereafter acquired by any Grantor, other
than software embedded in any category of Goods, including all computer programs and all supporting information provided in connection
with a transaction related to any program.


 


“Subsidiary”
of a Person shall mean any corporation, association, partnership, limited liability company, unlimited liability company, joint
venture or other business entity of which more than fifty percent (50%) of the voting stock or other equity interests (in the case
of Persons other than corporations), is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries
of the Person, or a combination thereof. Unless the context otherwise clearly requires, references herein to a “Subsidiary”
refer to a Subsidiary of Holdings.


 


“Term Credit
Agreement” shall mean the Credit and Guaranty Agreement, dated as of October 31, 2018, among Holdings, the Company,
each subsidiary of the Company party thereto, the lenders from time to time party thereto and Bank of America, N.A., as agent,
together with the related documents (including any guarantees and any security documents, instruments and agreements executed in
connection therewith), as amended, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without
limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any credit agreement that has
been designated in writing by the Company to the First Lien Agents and the Second Lien Agents under the Intercreditor Agreement
as the “Term Credit Agreement” for purposes of the Intercreditor Agreement, the Indenture and the Notes Collateral
Documents incurred to refinance or replace, in whole or in part, the borrowings and commitments at any time outstanding or permitted
to be outstanding under such credit agreement or a successor credit agreement, whether by the same or any other lender or holder
of Indebtedness or group of lenders or holders of Indebtedness and whether to the same obligor or different obligors and whether
for the same or a different amount (including an increased amount) or on the same or different terms, conditions, covenants and
other provisions.


 


“Titled Goods”
shall mean vehicles and similar items that are (a) subject to certificate-of-title statutes or regulations under which a security
interest in such items are perfected by an indication on the certificates of title of such items (in lieu of filing of financing
statements under the UCC) or (b) evidenced by certificates of ownership or other registration certificates issued or required to
be issued under the laws of any jurisdiction.


 


“UCC”
shall have the meaning set forth in Section 1.


 


“U.S. Bankruptcy
Code” shall mean Title 11 of the United States Code, as now or hereafter in effect or any successor thereto. 


 




    	 	Annex A-15	 



     


    

 



SCHEDULE I

to

SECURITY AGREEMENT


 


PLEDGED EQUITY AND PLEDGED DEBT


 


PART I


 


Stock


 


	Issuer	Certificate No.	No. of Shares	
        Grantor 
	Issued	Outstanding
	United Rentals of Canada, Inc.1	
        C-1

        C-2

        C-3

        C-4

        C-5

        C-6

        C-7

        C-8

        C-9

        C-10

        C-11

        C-12
	
        10,870

        202.34

        132.39

        122.31

        110.67

        108.19

        108.207

        8,119.8218

        29.08553

        37.719

        179.08

        1,112.958
	United Rentals Highway Technologies Gulf, LLC	21,132.7713	21,132.7713
	United Rentals (Delaware), Inc.	P-1	30,000 (preferred stock)	United Rentals (North America), Inc.	30,000	30,000
	United Rentals (North America), Inc.	2	100	United Rentals, Inc.	100	100
	United Rentals International B.V. 	N/A	11,700	United Rentals (North America), Inc.	18,000	18,000
	URVI, Inc. 	
        2

         
	
        650

         
	United Rentals (North America), Inc.	1000	1000
	United Rentals PR, Inc. 	
        4

         
	
        65

         
	United Rentals (North America), Inc.	100	100





 


Partnership and Membership Interests


 


	Name of Company	
        Interest

         

	United Rentals Realty, LLC	United Rentals (North America), Inc. is the sole member and United Rentals, Inc. is the manager
	United Rentals Highway Technologies Gulf, LLC	United Rentals (North America), Inc. is the sole member 





 


 






1 Only 65% will be pledged to secure Obligations.


 






    Schedule I – Page 1


     


    

 


PART II


 


Pledged Debt


 


Amended and Restated Global Intercompany Note, dated October
31, 2018.


 






    Schedule I – Page 2


     


    

 


SCHEDULE II

to

SECURITY AGREEMENT


 


JURISDICTIONS OF ORGANIZATION


 


	Grantor	State/Province of

 Organization	Type of Entity	Organizational I.D.
	United Rentals, Inc. 	Delaware	Corporation	2922505
	United Rentals (North America), Inc.	Delaware	Corporation	5111514
	United Rentals (Delaware), Inc.	Delaware	Corporation	3465858
	United Rentals Highway Technologies Gulf, LLC	Delaware	Limited Liability Company	3329406
	United Rentals Realty, LLC	Delaware	Limited Liability Company	4598063


 






    Schedule II – Page 1


     


    

 



 


SCHEDULE III

to

SECURITY AGREEMENT


 


PATENTS, TRADEMARKS AND COPYRIGHTS


 


Trademarks:


 


	Grantor	 	Mark	 	File Date	 	 	Application

 No.	 	 	Registration


    No.	 	 	Registration

 Date	 
	United Rentals,
    Inc.	 	360 AWARENESS	 	 	6/16/2015	 	 	 	86/663,579		 	 	 	 	 	 	 	 
	United Rentals, Inc.	 	360° AWARENESS &
    Design	 	 	6/16/2015	 	 	 	86/663,581		 	 	 	 	 	 	 	 
	United Rentals, Inc.	 	BAKER PUMPS & Design	 	 	1/7/2002	 	 	 	78/101,334		 	 	3,165,824	 	 	 	10/31/2006	 
	United Rentals, Inc.	 	BAKER TANKS (Stacked)	 	 	6/21/2007	 	 	 	77/212,155		 	 	4,338,919	 	 	 	5/21/2013	 
	United Rentals, Inc.	 	BAKERCORP & Design	 	 	11/14/2006	 	 	 	77/043,367		 	 	4,186,968	 	 	 	8/7/2012	 
	United Rentals, Inc.	 	BAKERINSITE (Stylized
    & Design)	 	 	9/16/2016	 	 	 	87/975,942		 	 	5,331,621	 	 	 	11/7/2017	 
	United Rentals, Inc.	 	BAKERINSITE (Stylized)	 	 	9/16/2016	 	 	 	87/173,782		 	 	 	 	 	 	 	 
	United Rentals, Inc.	 	BAKERMOD	 	 	3/27/2014	 	 	 	86/234,681		 	 	4,761,467	 	 	 	6/23/2015	 
	United Rentals, Inc.	 	BAKERZERO	 	 	9/28/2017	 	 	 	87/626,192		 	 	5,464,204	 	 	 	5/8/2018	 
	United Rentals, Inc.	 	BECAUSE THERE’S
    NO TIME FOR DOWNTIME	 	 	2/18/2013	 	 	 	85/852,431		 	 	4,473,899	 	 	 	1/28/2014	 
	United Rentals (North
    America), Inc.	 	BLUELINE RENTAL	 	 	1/10/2014	 	 	 	86/163,005		 	 	5,443,483	 	 	 	4/10/2018	 
	United Rentals (North
    America), Inc.	 	BLUELINE RENTAL	 	 	1/10/2014	 	 	 	86/982,991		 	 	5,465,101	 	 	 	5/8/2018	 
	United Rentals (North
    America), Inc.	 	BLUELINE RENTAL	 	 	1/10/2014	 	 	 	86/976,012		 	 	5,596,137	 	 	 	10/30/2018	 
	United Rentals (North
    America), Inc.	 	CAPITAL RENTALS	 	 	7/30/2013	 	 	 	86/023,292		 	 	4,513,796	 	 	 	4/15/2014	 
	United Rentals, Inc.	 	Circle Design	 	 	3/12/1998	 	 	 	75/449,210		 	 	2,406,720	 	 	 	11/21/2000	 
	United Rentals, Inc.	 	CORE 4	 	 	5/9/2014	 	 	 	86/277,019		 	 	4,718,078	 	 	 	4/7/2015	 
	United Rentals, Inc.	 	DIRT CERT	 	 	5/9/2014	 	 	 	86/277,011		 	 	5,375,566	 	 	 	1/9/2018	 
	United Rentals, Inc.	 	ECONOLIFT	 	 	7/11/2017	 	 	 	87/523,796		 	 	 	 	 	 	 	 
	United Rentals, Inc.	 	E-Z & Design	 	 	9/21/2016	 	 	 	87/178,739		 	 	5,146,812	 	 	 	2/21/2017	 
	United Rentals, Inc.	 	GO COURSE	 	 	4/15/2016	 	 	 	87/002,795		 	 	 	 	 	 	 	 
	United Rentals, Inc.	 	GO COURSES	 	 	4/15/2016	 	 	 	87/002,800		 	 	 	 	 	 	 	 
	United Rentals (North
    America), Inc.	 	GOT TOOLS?	 	 	4/14/2004	 	 	 	78/401,442		 	 	3,034,458	 	 	 	12/27/2005	 
	United Rentals, Inc.	 	HI-FLO	 	 	3/29/2000	 	 	 	76/011,823		 	 	2,828,178	 	 	 	3/30/2004	 
	United Rentals, Inc.	 	IBS INDUSTRIAL BLIND SOLUTIONS
    & Design	 	 	3/12/2018	 	 	 	87/830,717		 	 	5,620,901	 	 	 	12/4/2018	 
	United Rentals, Inc.	 	ILEARNING	 	 	4/18/2017	 	 	 	87/415,881		 	 	 	 	 	 	 	 
	United Rentals, Inc.	 	IT’S A SHORE THING	 	 	8/18/2016	 	 	 	87/143,443		 	 	5,360,855	 	 	 	12/19/2017	 
	United Rentals, Inc.	 	IT’S A SHORE THING
    NEFF RENTAL WE CARE MORE TRENCH SAFETY & Design	 	 	8/18/2016	 	 	 	87/143,533		 	 	5,381,650	 	 	 	1/16/2018	 





 






    Schedule III – Page 2


     


    

 


	Grantor	 	Mark	 	File Date	 	 	Application

 No.	 	 	Registration

 No.	 	 	Registration

 Date	 
	United Rentals,
    Inc.	 	KASELCO	 	 	4/24/1997	 	 	 	75/281,346		 	 	2,272,770	 	 	 	8/24/1999	 
	United Rentals, Inc.	 	LEASCO	 	 	2/28/2002	 	 	 	76/376,463		 	 	2,921,928	 	 	 	2/1/2005	 
	United Rentals, Inc.	 	MAKE IT RIGHT	 	 	8/8/2012	 	 	 	85/698,431		 	 	4,341,481	 	 	 	5/28/2013	 
	United Rentals, Inc.	 	NATIONAL PUMP & COMPRESSOR	 	 	12/3/2007	 	 	 	76/684,549		 	 	3,529,372	 	 	 	11/4/2008	 
	United Rentals, Inc.	 	NEFF RENTAL	 	 	8/22/2005	 	 	 	78/697,615		 	 	3,205,229	 	 	 	2/6/2007	 
	United Rentals, Inc.	 	NEFF RENTAL & Circular
    Design	 	 	9/1/2005	 	 	 	78/705,418		 	 	3,200,927	 	 	 	1/23/2007	 
	United Rentals, Inc.	 	NEFF RENTAL & Rectangular
    Design	 	 	9/8/2005	 	 	 	78/709,447		 	 	3,200,938	 	 	 	1/23/2007	 
	United Rentals, Inc.	 	NES RENTALS	 	 	7/28/2005	 	 	 	78/680,403		 	 	3,195,984	 	 	 	1/9/2007	 
	United Rentals, Inc.	 	ONLINE AERIAL	 	 	6/29/2017	 	 	 	87/510,969		 	 	 	 	 	 	 	 
	United Rentals, Inc.	 	PEOPLE.EQUIPMENT.SOLUTIONS.	 	 	3/22/2013	 	 	 	85/884,308		 	 	4,714,597	 	 	 	4/7/2015	 
	United Rentals, Inc.	 	PROJECT: UPTIME	 	 	5/20/2015	 	 	 	86/636,190		 	 	4,897,790	 	 	 	2/9/2016	 
	United Rentals, Inc.	 	QUANTUS	 	 	3/24/2016	 	 	 	86/951,318		 	 	86/951,318		 	 	 	 
	United Rentals, Inc.	 	READY WHEN YOU ARE	 	 	11/22/2011	 	 	 	85/479,289		 	 	4,471,367	 	 	 	1/21/2014	 
	United Rentals, Inc.	 	RELIABLE ONSITE SERVICES
    & Design	 	 	9/14/2016	 	 	 	87/171,048		 	 	5,188,550	 	 	 	4/18/2017	 
	United Rentals, Inc.	 	RENT LESS. DO MORE.	 	 	9/10/2012	 	 	 	85/724,478		 	 	4,593,451	 	 	 	8/26/2014	 
	United Rentals (North
    America), Inc.	 	RSC EQUIPMENT RENTAL	 	 	9/30/2004	 	 	 	78/492,574		 	 	3,313,502	 	 	 	10/16/2007	 
	United Rentals (North
    America), Inc.	 	RSC EQUIPMENT RENTAL	 	 	9/30/2004	 	 	 	78/492,564		 	 	3,136,868	 	 	 	8/29/2006	 
	United Rentals, Inc.	 	S.M.A.R.T. GPS	 	 	1/18/2013	 	 	 	85/827,019		 	 	4,607,399	 	 	 	9/16/2014	 
	United Rentals, Inc.	 	SABRE ENTERPRISES, INC.
    & Design	 	 	9/21/2016	 	 	 	87/178,744		 	 	5,156,236	 	 	 	3/7/2017	 
	United Rentals, Inc.	 	SDS SAFETY DATA SOURCE
    & Design	 	 	3/12/2018	 	 	 	87/830,679		 	 	5,631,253	 	 	 	12/18/2018	 
	United Rentals, Inc.	 	SERVICE RADIO RENTALS	 	 	3/13/2018	 	 	 	87/831,484		 	 	87/831,484		 	 	 	 
	United Rentals, Inc.	 	SHEA’S OUTHOUSE
    SERVICE & Design	 	 	9/21/2016	 	 	 	87/178,741		 	 	5,156,235	 	 	 	3/7/2017	 
	United Rentals, Inc.	 	SMART GPS	 	 	1/17/2013	 	 	 	85/825,570		 	 	4,607,398	 	 	 	9/16/2014	 
	United Rentals, Inc.	 	SR SERVICE RADIO &
    Design	 	 	3/12/2018	 	 	 	87/830,724		 	 	86/951,318		 	 	 	 
	United Rentals, Inc.	 	THE RIGHT EQUIPMENT. RIGHT
    NOW!	 	 	2/17/2000	 	 	 	75/921,932		 	 	2,419,254	 	 	 	1/9/2001	 
	United Rentals, Inc.	 	THE UNDERGROUND EQUIPMENT
    SPECIALIST	 	 	7/21/1999	 	 	 	75/756,944		 	 	2,410,275	 	 	 	12/5/2000	 
	United Rentals, Inc.	 	THE WORLD’S FIRST
    WORKSITE PERFORMANCE COMPANY	 	 	2/21/2019	 	 	 	88/310,336		 	 	 	 	 	 	 	 
	United Rentals, Inc.	 	TOTAL CONTROL	 	 	5/7/2013	 	 	 	85/925,016		 	 	4,500,742	 	 	 	3/25/2014	 
	United Rentals (North
    America), Inc.	 	TOTAL CONTROL	 	 	4/30/2003	 	 	 	76/510,869		 	 	2,850,473	 	 	 	6/8/2004	 
	United Rentals, Inc.	 	TRUE CAST	 	 	5/16/2013	 	 	 	85/933,838		 	 	4,523,322	 	 	 	4/29/2014	 
	United Rentals, Inc.	 	TRUE CAST	 	 	5/27/2011	 	 	 	85/332,396		 	 	4,207,189	 	 	 	9/11/2012	 
	United Rentals, Inc.	 	TURNS FOR TROOPS	 	 	8/11/2017	 	 	 	87/564,954		 	 	5,392,014	 	 	 	1/30/2018	 
	United Rentals, Inc.	 	UNI-LIFT	 	 	6/29/2017	 	 	 	87/510,962		 	 	 	 	 	 	 	 
	United Rentals, Inc.	 	UNITED ACADEMY	 	 	12/16/2013	 	 	 	86/144,163		 	 	4,611,372	 	 	 	9/23/2014	 
	United Rentals, Inc.	 	UNITED ACADEMY BLENDED
    LEARNING	 	 	4/21/2015	 	 	 	86/604,352		 	 	5,423,750	 	 	 	3/13/2018	 
	United Rentals, Inc.	 	UNITED GUARD	 	 	6/9/2011	 	 	 	85/342,236		 	 	4,083,970	 	 	 	1/10/2012	 
	United Rentals, Inc.	 	UNITED RENTALS	 	 	3/5/1998	 	 	 	75/445,513		 	 	2,476,091	 	 	 	8/7/2001	 
	United Rentals, Inc.	 	UNITED RENTALS	 	 	5/27/2016	 	 	 	87/052,554		 	 	5,082,362	 	 	 	11/15/2016	 
	United Rentals, Inc.	 	UNITED RENTALS	 	 	5/27/2016	 	 	 	87/052,616		 	 	5,091,224	 	 	 	11/29/2016	 
	United Rentals, Inc.	 	UNITED RENTALS	 	 	7/13/2016	 	 	 	87/102,106		 	 	5,476,165	 	 	 	5/22/2018	 
	United Rentals, Inc.	 	UNITED RENTALS	 	 	7/13/2016	 	 	 	87/975,778		 	 	5,308,497	 	 	 	10/10/2017	 




 






    Schedule III –  Page 3


     


    

 





	Grantor	 	Mark	 	File Date	 	 	Application

 No.	 	 	Registration

 No.	 	 	Registration

 Date	 
	United Rentals, Inc.	 	UNITED RENTALS & Design	 	 	5/6/2013	 	 	 	85/924,283		 	 	4,513,570	 	 	 	4/15/2014	 
	United Rentals, Inc.	 	UNITED RENTALS & Design	 	 	6/6/2011	 	 	 	85/339,031		 	 	4,181,951	 	 	 	7/31/2012	 
	United Rentals, Inc.	 	UNITED RENTALS & Design	 	 	5/27/2016	 	 	 	87/052,557		 	 	5,082,363	 	 	 	11/15/2016	 
	United Rentals, Inc.	 	UNITED RENTALS & Design	 	 	5/27/2016	 	 	 	87/052,613		 	 	5,091,223	 	 	 	11/29/2016	 
	United Rentals, Inc.	 	UNITED RENTALS & Design (Tanks and Filters)	 	 	7/10/2018	 	 	 	88/031,624		 	 	 	 	 	 	 	 
	United Rentals, Inc.	 	UNITED RENTALS & Design (Tanks and Filters)	 	 	7/10/2018	 	 	 	awaiting-div	 	 	 	 	 	 	 	 	 
	United Rentals, Inc.	 	UNITED RENTALS (Tanks and Filters)	 	 	7/10/2018	 	 	 	88/031,629		 	 	 	 	 	 	 	 
	United Rentals, Inc.	 	UNITED RENTALS (Tanks and Filters)	 	 	7/10/2018	 	 	 	awaiting-div	 	 	 	 	 	 	 	 	 
	United Rentals, Inc.	 	UNIVERSAL LPS	 	 	4/18/2017	 	 	 	87/415,884		 	 	 	 	 	 	 	 
	United Rentals, Inc.	 	UR	 	 	12/2/2016	 	 	 	87/255,142		 	 	 	 	 	 	 	 
	United Rentals, Inc.	 	UR CONTROL	 	 	1/7/2014	 	 	 	86/159,259		 	 	4,572,400	 	 	 	7/22/2014	 
	United Rentals, Inc.	 	UR JOBSITE	 	 	6/11/2014	 	 	 	86/306,390		 	 	4,667,611	 	 	 	1/6/2015	 
	United Rentals, Inc.	 	UR ONE	 	 	9/20/2017	 	 	 	87/615,700		 	 	 	 	 	 	 	 
	United Rentals, Inc.	 	UR ONEWORKS	 	 	9/20/2017	 	 	 	87/615,691		 	 	 	 	 	 	 	 
	United Rentals, Inc.	 	UR SITESTREAM	 	 	9/20/2017	 	 	 	87/615,688		 	 	 	 	 	 	 	 
	United Rentals, Inc.	 	URDATA	 	 	3/24/2000	 	 	 	76/011,015		 	 	2,497,914	 	 	 	10/16/2001	 
	United Rentals, Inc.	 	URI	 	 	12/2/2016	 	 	 	87/255,418		 	 	 	 	 	 	 	 
	United Rentals, Inc.	 	URI	 	 	12/2/2016	 	 	 	87/976,396		 	 	 	 	 	 	 	 
	United Rentals, Inc.	 	URI	 	 	11/18/2015	 	 	 	86/824,014		 	 	5,525,247	 	 	 	7/24/2018	 
	United Rentals, Inc.	 	UR-IQ	 	 	9/20/2017	 	 	 	87/615,695		 	 	 	 	 	 	 	 
	United Rentals (North America), Inc.	 	US RENTALS & Design	 	 	2/25/1991	 	 	 	74/141,973		 	 	1,735,268	 	 	 	11/24/1992	 
	United Rentals, Inc.	 	VALU-LIFT	 	 	6/29/2017	 	 	 	87/511,110		 	 	 	 	 	 	 	 
	United Rentals, Inc.	 	WE CARE MORE	 	 	8/22/2005	 	 	 	78/697,473		 	 	3,467,842	 	 	 	7/15/2008	 
	United Rentals, Inc.	 	WE HAVE IT . . .	 	 	10/17/2013	 	 	 	86/093,901		 	 	4,537,563	 	 	 	5/27/2014	 
	United Rentals, Inc.	 	WORKSITE PERFORMANCE	 	 	2/21/2019	 	 	 	88/310,171		 	 	 	 	 	 	 	 
	United Rentals, Inc.	 	YOUR JOB STARTS HERE	 	 	7/12/2016	 	 	 	87/100,664		 	 	5,623,173	 	 	 	12/4/2018	 
	United Rentals, Inc.	 	YOU’RE BUILDING THE FUTURE. WE’RE HERE TO HELP.	 	 	9/11/2012	 	 	 	85/725,788		 	 	4,515,509	 	 	 	4/15/2014	 



 






    Schedule III –  Page 4


     


    

 


Patents:


 


	Patent	 	Application 

No.	 	 	Registration

 No.	 	 	Filed Date	 
	Process and Apparatus for Electrocoagulative Treatment of Industrial Waste Water	 	 	09/961,524		 	 	6689271	 	 	 	9/24/2001	 
	Electrocoagulation Reactor	 	 	11/581,695		 	 	8431009	 	 	 	10/16/2006	 
	Electrocoagulation Reactor Having Segmented Intermediate Uncharged Plates	 	 	12/787,715		 	 	8430996	 	 	 	5/26/2010	 
	DC Power Signal Generation for Electro-Chemical Reactor	 	 	14/209,489		 	 	9397514	 	 	 	3/13/2014	 
	Storage Apparatus Having Tank with Tapered Bottom and Axle Assembly	 	 	14/463,576		 	 	9150349	 	 	 	8/19/2014	 
	Pump Suction Pipe Assembly for High Flow Sewer Bypass	 	 	14/980,453		 	 	9989172	 	 	 	12/28/2015	 
	System And Method for Utilization-Based Computing of Emissions Attributable To Specific Equipment	 	 	13/247,729		 	 	10,134,012	 	 	 	11/20/2018	 
	Equipment Staging Method and System	 	 	15/516,815		 	 	2018-0276741 (Pub. No.)	 	 	 	4/4/2017	 
	Equipment Staging Method and System	 	 	2,964,889	 	 	 	 	 	 	 	6/19/2015	 
	Equipment Staging Application and Platform	 	 	15/516,823		 	 	2018-0089727 (Pub. No.)	 	 	 	4/4/2017	 
	Equipment Staging Application and Platform	 	 	2,964,890	 	 	 	 	 	 	 	6/19/2015	 
	Slidable Step For Mounting and Dismounting a Vehicle	 	 	15/512,750		 	 	 	 	 	 	3/20/2017	 
	Slidable Step For Mounting and Dismounting a Vehicle	 	 	2,964,886	 	 	 	 	 	 	 	6/1/2015	 
	DC Power Signal Generation for Electro-Chemical Reactor	 	 	2927718	 	 	 	 	 	 	 	3/13/2014	 



 


Copyrights:


 


None.


 






    Schedule III –  Page 5


     


    

 



 


Exhibit A to the

Security Agreement


 


FORM OF SECURITY AGREEMENT SUPPLEMENT


 


[Date of Security Agreement Supplement]


 


To: Wells Fargo Bank, National Association, as Collateral Agent


 


Ladies and Gentlemen:


 


Reference is made to
(i) the Indenture, dated as of November 4, 2019 (as amended, amended and restated, extended, supplemented or otherwise modified
in writing from time to time, the “Indenture”), among United Rentals, Inc., a Delaware corporation (“Holdings”),
United Rentals (North America), Inc., a Delaware corporation (the “Company”), United Rentals (Delaware), Inc.,
a Delaware corporation, United Rentals Highway Technologies Gulf, LLC, a Delaware limited liability company, United Rentals Realty,
LLC, a Delaware limited liability company and Wells Fargo Bank, National Association, as Note Trustee and Notes Collateral Agent,
and (ii) the Second Amended and Restated Security Agreement, dated as of November 4, 2019, and effective as of November 20, 2019
(as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”)
made by the Grantors from time to time party thereto in favor of the Collateral Agent for the benefit of the Secured Parties. Capitalized
terms used but not otherwise defined herein are used herein as defined in the Security Agreement.


 


SECTION 1.Grant of
Lien. (a) As security for the due and prompt payment and performance when due (whether at the stated maturity, by acceleration
or otherwise) by the undersigned of all of its present and future Secured Obligations, the undersigned hereby grants to the Collateral
Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security
Interest”) in and continuing lien on all of the undersigned’s right, title and interest in or to any and all of
the following properties and assets of the undersigned and all powers and rights of the undersigned in all of the following (including
the power to transfer rights in the following), whether now owned or existing or at any time hereafter acquired or arising, regardless
of where located (collectively, the “Collateral”):


 


(i)             
all Accounts;


 


(ii)            
all Inventory, including all Rental Equipment;


 


(iii)           
all leases of Inventory, Equipment and other Goods (whether or not in the form of a lease agreement), including all Leases;


 


(iv)           
all documentation evidencing rights in any Inventory or Equipment, including all certificates, certificates of title, manufacturer’s
statements of origin, and other collateral instruments;


 






    A – 1


     


    

 


(v)            
all contract rights, including contract rights in respect of any Like-Kind Exchange;


 


(vi)           
all Chattel Paper;


 


(vii)          
all Documents;


 


(viii)         
all Instruments;


 


(ix)            
all Supporting Obligations and Letter-of-Credit Rights;


 


(x)             
all General Intangibles (including Payment Intangibles and Software);


 


(xi)            
all Goods;


 


(xii)          
 all Equipment;


 


(xiii)          
all Investment Property, including the Security Collateral of the undersigned


 


(xiv)        
all money, cash, cash equivalents, securities and other property of any kind of the undersigned held directly or indirectly
by the Collateral Agent, any other Second Lien Agent, the Credit Agreement Agent, any other First Lien Agent, any Lender (as defined
in the ABL Credit Agreement), any Lender (as defined in the Term Credit Agreement) or any of their Affiliates;


 


(xv)          
all of the undersigned’s Material Accounts, credits, and balances with and other claims against the Collateral Agent,
any other Second Lien Agent, the Credit Agreement Agent, any other First Lien Agent, any Lender (as defined in the ABL Credit Agreement),
any Lender (as defined in the Term Credit Agreement) or any of their Affiliates or any other financial institution with which the
undersigned maintains deposits, including all Payment Accounts;


 


(xvi)        
all books, records and other property related to or referring to any of the foregoing, including books, records, account
ledgers, data processing records, computer software and other property; and


 


(xvii)     
all accessions to, substitutions for and replacements, products and proceeds of any of the foregoing, including, but not
limited to, proceeds of any insurance policies, claims against third parties, and condemnation or requisition payments with respect
to all or any of the foregoing;


 


provided, however, the “Collateral”
shall not include any asset that is an Excluded Asset.


 


Subject to any limitations set forth in
the Security Agreement, all of the Secured Obligations of the undersigned shall be secured by all of the Collateral of the undersigned
and any other property of the undersigned that secures any of the Secured Obligations.


 






    A – 2


     


    

 


SECTION 2.Representations
and Warranties. (a) The undersigned represents and warrants to the Collateral Agent and the other Secured Parties that as of
the date hereof: (i) Schedule I hereto identifies (A) the undersigned’s name as of the date hereof as it appears in official
filings in the state or other jurisdiction of its incorporation or other organization, (B) the type of entity of the undersigned
(including corporation, partnership, limited partnership or limited liability company), (C) the organizational identification number
issued by the undersigned’s state, province or territory of incorporation or organization or a statement that no such number
has been issued, and (D) the jurisdiction in which the undersigned is incorporated or organized; and (ii) the undersigned has only
one state, province or territory of incorporation or organization.


 


(b)              
The undersigned hereby makes each other representation and warranty set forth in the Security Agreement with respect to
itself and the Collateral owned by it. The undersigned hereby represents and warrants to the Collateral Agent and the other Secured
Parties that the attached Schedule II contains all information with respect to itself and the Collateral owned by it that is required
to be set forth in Schedule II to the Security Agreement with respect to the Grantors and their Collateral and Schedule III contains
all information with respect to itself and the Security Collateral owned by it that is required to be set forth in Schedule I to
the Security Agreement with respect to the Grantors and their Security Collateral.


 


(c)              
The undersigned hereby makes each representation and warranty set forth in the Second Lien Documents that is made with respect
to any Grantor.


 


SECTION 3.Obligations
Under the Security Agreement. The undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by
all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. The undersigned further
agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor”
or a “Grantor” shall also mean and be a reference to the undersigned, that each reference to the “Collateral”
or any part thereof shall also mean and be a reference to the undersigned’s Collateral or part thereof, as the case may be,
and that each reference in the Security Agreement to a Schedule shall also mean and be a reference to the schedules attached hereto.


 


SECTION 4. Governing
Law. This Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New
York.


 


[Signature page follows]


 






    A – 3


     


    

 


Very truly yours,


	 	[NAME OF ADDITIONAL GRANTOR] 
	 	 
	 	By	 
	 	 	Title:
	 	 
	 	 	 	Address for notices:
	 	 	 	 
	 	 	 	 



 






    A – 4


     


    

 


SCHEDULE I

to

SECURITY AGREEMENT SUPPLEMENT


 


JURISDICTIONS OF ORGANIZATION


 


	Grantor	State/Province of Organization	Type of Entity	Organizational I.D.
	 	 	 	 


 






    A – 5


     


    

 


SCHEDULE II

to

SECURITY AGREEMENT SUPPLEMENT


 


PATENTS, TRADEMARKS AND COPYRIGHTS


 


Patents:


 


	Grantor	Country	Title	Application or Patent No.	Filing Date	Issue Date
	 	 	 	 	 	 
	 	 	 	 	 	 


 


Trademarks:


 


	Grantor	Country	Trademark	Application or Registration No.	Filing Date	Registration Date
	 	 	 	 	 	 
	 	 	 	 	 	 


 


Copyrights:


 


	Grantor	Country	Copyright	Registration No.	Filing Date	Registration Date
	 	 	 	 	 	 
	 	 	 	 	 	 


 






    A – 6


     


    

 


SCHEDULE III

to

SECURITY AGREEMENT SUPPLEMENT


 


PLEDGED EQUITY AND PLEDGED DEBT


 


PART I


 


Stock


 


Partnership and Membership Interests


 


PART II


 


Pledged Debt


 


 






    A – 7


     


    

 



 


Exhibit B to the


Security Agreement 


 


SECURED PARTY SECURITY AGREEMENT SUPPLEMENT


 


[Date of Secured Party Security Agreement
Supplement]


 


To:        Wells Fargo Bank, National Association, as Collateral
Agent


 


Ladies and Gentlemen:


 


Reference is made to
(i) the Indenture, dated as of November 4, 2019 (as amended, amended and restated, extended, supplemented or otherwise modified
in writing from time to time, the “Indenture”), among United Rentals, Inc., a Delaware corporation (“Holdings”),
United Rentals (North America), Inc., a Delaware corporation (the “Company”), United Rentals (Delaware), Inc.,
a Delaware corporation, United Rentals Highway Technologies Gulf, LLC, a Delaware limited liability company, United Rentals Realty,
LLC, a Delaware limited liability company and Wells Fargo Bank, National Association, as Note Trustee and Notes Collateral Agent
and (ii) the Second Amended and Restated Security Agreement dated as of November 4, 2019, and effective as of November 20, 2019
(as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”)
made by the Grantors from time to time party thereto in favor of the Collateral Agent for the benefit of the Secured Parties. Terms
defined in the Security Agreement and not otherwise defined herein are used herein as defined in the Security Agreement. This Secured
Party Security Agreement Supplement is being executed and delivered pursuant to Section 24(d)(iv) of the Security Agreement as
a condition precedent to the debt for which the undersigned is acting as agent being entitled to the benefits of being Additional
Second Lien Obligations under the Security Agreement.


 


1.            
Supplement. The undersigned, [___________________] (the “Additional Second Lien Agent”), as [________]
under that certain [____________________], dated as of [_____], 20[__] (the “Additional Second Lien Document”),
among [______] and the Additional Second Lien Agent, hereby agrees to become party as an Additional Second Lien Agent under the
Security Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Security Agreement
as fully as if the undersigned had executed and delivered the Security Agreement as of the date thereof.


 


2.             
Lien Sharing and Priority Confirmation. The undersigned Additional Second Lien Agent, on behalf of itself and each
holder of the Additional Second Lien Obligations for which the undersigned is acting as Additional Second Lien Agent hereby agrees,
for the enforceable benefit of all Secured Parties and as a condition to being treated as Secured Obligations under the Security
Agreement that:


 


(a)             [except
with respect to any limitations or exclusions as may be agreed with respect to the Collateral and Liens for the Additional
Second Lien Obligations and specified in this Supplement or another agreement,] all Secured Obligations will be and are
secured equally and ratably by all Liens at any time granted by any Grantor or any successor company to secure any
Secured Obligations on the Collateral for such Secured Obligations, and that all such Liens will be enforceable by the
Collateral Agent for the benefit of all Secured Parties equally and ratably;


 






     


     


    

 


(b)            
the Additional Second Lien Agent and each Secured Party for which the undersigned is acting as Additional Second Lien Agent
are bound by the provisions of the Security Agreement, including the provisions relating to the ranking of Liens and the order
of application of proceeds from the enforcement of Liens; and


 


(c)            
the Collateral Agent shall be the Additional Secured Parties’ collateral agent as provided in Section 20 of the Security
Agreement [and Section [] of the Additional Second Lien Document]; and


 


(d)            
the Collateral Agent shall perform its obligations under the Security Agreement.


 


3.              
Governing Law. This Secured Party Security Agreement Supplement shall be governed by, and construed in accordance
with, the laws of the State of New York.


 


[Signature page follows]


 






    B-2 


     


    

 


IN WITNESS WHEREOF, the
party hereto has caused this Secured Party Security Agreement Supplement to be executed by its respective officer or representative
as of the date first above written.


 


	 	[_____________________],
as Additional Second Lien Agent



 


	 	By:	 
	 	Name:	 
	 	Title: