EX-10.7



 Exhibit 10.7 

EXECUTION VERSION 

TRADEMARK SECURITY AGREEMENT 

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 15th day of April, 2016, by and between the Grantor listed on the signature pages hereof (the “Grantor”), and Wilmington Savings Fund Society, FSB (“WSFS”), a federal
savings bank having its principal corporate trust office at 500 Delaware Avenue, Wilmington, Delaware 19801, in its capacity as collateral trustee for each holder of Notes (in such capacity, together with its successors and assigns in such capacity,
“Agent”). 
 W I T N E S S E T H: 

WHEREAS, pursuant to that certain Indenture dated as of April 15, 2016 (as amended, restated, supplemented, or otherwise modified from time to
time, the “Indenture”) by and among Nuverra Environmental Solutions, Inc., a Delaware corporation, as Issuer (“Issuer”), and WSFS, as trustee (the “Trustee”), the Issuer has issued its 12.500% / 10.000%
Senior Secured Second Lien Notes due 2021 (the “Notes”); and 
 WHEREAS, in connection with the Indenture, the Grantor has
executed and delivered to Agent, for the benefit of the holders of Notes, that certain Security Agreement, dated as of April 15, 2016 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or
otherwise modified, the “Security Agreement”); and 
 WHEREAS, pursuant to the Security Agreement, Grantor is required to
execute and deliver to Agent, for the benefit of the holders of Notes, this Trademark Security Agreement; 
 NOW, THEREFORE, in
consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby agrees as follows: 

1. DEFINED TERMS. All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the
Security Agreement or, if not defined therein, in the Indenture, and this Trademark Security Agreement shall be subject to the rules of construction set forth in Section 1(b) of the Security Agreement, which rules of construction are
incorporated herein by this reference, mutatis mutandis. 
 2. GRANT OF SECURITY INTEREST IN TRADEMARK
COLLATERAL. Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of the holders of Notes, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement
as the “Security Interest”) in all of Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Trademark Collateral”): 

(a) all of its Trademarks and Trademark Intellectual Property Licenses to which it is a party including those referred to on Schedule
I; 
 (b) all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark Intellectual
Property License; and 

  
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 (c) all products and proceeds (as that term is defined in the Code) of the foregoing, including
any claim by Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark or any Trademarks exclusively licensed under any Intellectual Property License, including right to receive any damages,
(ii) injury to the goodwill associated with any Trademark, or (iii) right to receive license fees, royalties, and other compensation under any Trademark Intellectual Property License. 

3. SECURITY FOR SECURED OBLIGATIONS. This Trademark Security Agreement and the Security Interest created hereby secures the
payment and performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Trademark Security Agreement secures the payment of all amounts which constitute part of the
Secured Obligations owed by Grantor to Agent, the holders of Notes or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving Grantor. 

4. SECURITY AGREEMENT. The Security Interest granted pursuant to this Trademark Security Agreement is granted in conjunction with
the security interests granted to Agent, for the benefit of the holders of Notes, pursuant to the Security Agreement. Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the Security Interest in the
Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. To the extent there is any inconsistency
between this Trademark Security Agreement and the Security Agreement, the Security Agreement shall control. 
 5. AUTHORIZATION TO
SUPPLEMENT. If Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto. Grantor shall give prompt notice in writing to Agent with respect to any such new trademarks
or renewal or extension of any trademark registration. Without limiting Grantor’s obligations under this Section, Grantor hereby authorizes Agent unilaterally to modify this Trademark Security Agreement by amending Schedule I to include
any such new trademark rights of Grantor. Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security
interest in all Collateral, whether or not listed on Schedule I. 
 6. COUNTERPARTS. This Trademark Security Agreement is
a Security Document. This Trademark Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of
which, when taken together, shall constitute but one and the same Trademark Security Agreement. Delivery of an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission shall be
equally as effective as delivery of an original executed counterpart of this Trademark Security Agreement. Any party delivering an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of
transmission also shall deliver an original executed counterpart of this Trademark Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Trademark
Security Agreement. 

  
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 7. CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE PROVISION. THIS
TRADEMARK SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 25 OF THE SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY
THIS REFERENCE, MUTATIS MUTANDIS. 
 [signature page follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security Agreement to be
executed and delivered as of the day and year first above written. 
  

							
	GRANTOR:	 		 	NUVERRA ENVIRONMENTAL SOLUTIONS, INC.
				
		 		 	By:	 	 /s/ Mark D. Johnsrud

		 		 	Name:	 	Mark D. Johnsrud
		 		 	Title:	 	Chairman and Chief Executive Officer
			
	AGENT:	 		 	WILMINGTON SAVINGS FUND SOCIETY, FSB
				
		 		 	By:	 	 /s/ Geoffrey J. Lewis

		 		 	Name:	 	Geoffrey J. Lewis
		 		 	Title:	 	Vice President


  
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