Common use of Certain Exceptions Clause in Contracts

Certain Exceptions. The provisions of Sections 10(c)(i) and 10(c)(ii) shall not apply to, and Borrower shall have no liability hereunder for, Taxes: (1) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein (aa) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (aa) or (bb), (y) sales, use, license, or property Taxes, or (z) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee (i) is incorporated or organized or maintains its principal place of business or (ii) maintains a permanent establishment in the United States, if and to the extent that the income, receipts or gains to which such Taxes relate are effectively connected with such permanent establishment, other than by reason of a change in law occurring after the date such Tax Indemnitee acquires an interest in the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes of such type by such jurisdiction but for a Borrower Connection to that jurisdiction; (2) on, with respect to, or measured by any trustee fees, commissions, or compensation received by Security Agent; (3) that are being contested as provided in Section 10(c)(iv); (4) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (5) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.

Certain Exceptions. The provisions No security interest is or will be granted pursuant to this Agreement or any other Note Security Document in any right, title or interest of Sections 10(c)(iany Granting Party under or in (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than the Company, a Restricted Subsidiary or an Affiliate thereof (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and 10(c)(ii) such Restrictive Agreements shall not apply tobe deemed to constitute a part of the Security Collateral) for so long as, and Borrower shall have no liability hereunder forto the extent that, Taxes:the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (1b) imposed on any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a Tax Indemnitee by any Taxing Authority part of the Security Collateral) if such Equipment or governmental subdivision thereof other property (x) is subject to a Lien described in clause (h) of the definition of “Permitted Liens” in the Indenture in respect of Purchase Money Obligations or therein (aa) on, based onCapitalized Lease Obligations, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxesa Lien described in clause (o) of such definition (with respect to such a Lien described in clause (h) of such definition), and consists of Equipment or other property financed or refinanced thereby (including through any withholding taxes onfinancing or refinancing of the acquisition, based onleasing, construction or measured by gross improvement of any such assets) and/or any improvements, accessions, proceeds, dividends or net income distributions in respect of any such assets, and/or any other assets relating to any such assets (including to any such acquisition, leasing, construction or receiptsimprovement thereof) or any such improvements, accessions, proceeds, dividends or distributions, or (bby) onis subject to a Lien described in clause (h) of the definition of “Permitted Liens” in the Indenture in respect of Hedging Obligations, or a Lien described in clause (o) of such definition (with respect toto such a Lien described in clause (h) of such definition), and consists of (i) cash, Cash Equivalents, Investment Grade Securities and Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or measured by capital distributions or net worth to any Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (A) any Interest Rate Agreements, Currency Agreements or Commodities Agreements or (B) any other agreements, instruments or documents related to any Hedging Obligations or to any of the nature assets referred to in any of subclauses (i) through (iii) of this clause (y); (c) any property that would otherwise be included in the Security Collateral (and such property shall not be deemed to constitute a franchise tax part of the Security Collateral) if such property (w) has been sold or otherwise transferred in connection with (i) a tax Special Purpose Financing, (ii) a Sale and Leaseback Transaction permitted under Section 411 of the Indenture or (iii) an Exempt Sale and Leaseback Transaction, (x) constitutes the Proceeds or products of any property that has been sold or otherwise transferred pursuant to such Special Purpose Financing, Sale and Leaseback Transaction or Exempt Sale and Leaseback Transaction (other than any payments received by such Granting Party in payment for the privilege sale and transfer of doing business (other thansuch property in such Special Purpose Financing, in the case of clause (aa) Sale and Leaseback Transaction or (bbExempt Sale and Leaseback Transaction), (y) sales, use, license, is subject to any Permitted Lien and consists of property subject to any such Sale and Leaseback Transaction or property Taxes, Exempt Sale and Leaseback Transaction or general intangibles related thereto (but only for so long as such Liens are in place) or (z) is subject to any Taxes imposed Liens securing Indebtedness incurred in compliance with Section 407(b)(ix) of the Indenture, or Liens permitted by any Taxing Authority Section 413 of the Indenture as “Permitted Liens” permitted pursuant to clause (other than a Taxing Authority within whose jurisdiction k)(5) or (p)(12) of the definition of such Tax Indemnitee term in the Indenture; (d) Capital Stock which is specifically excluded from the definition of Pledged Stock by virtue of the proviso contained in the parenthetical to such definition; (e) those assets over which the granting of security interests in such assets (i) is incorporated would be prohibited by a contract permitted under the Indenture, by applicable law or organized regulation or maintains its principal place the organizational or joint venture documents of business any non-wholly owned Subsidiary (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law (including the Bankruptcy Code) or principles of equity), or (ii) maintains a permanent establishment in the United States, if and to the extent that the income, receipts or gains to which such Taxes relate are effectively connected with such permanent establishment, other than by reason of a change in law occurring after the date such Tax Indemnitee acquires an interest in the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes of such type by such jurisdiction but for a Borrower Connection to that jurisdiction; (2) on, with respect to, or measured by any trustee fees, commissions, or compensation received by Security Agent; (3) that are being contested as provided in Section 10(c)(iv); (4) imposed on any Tax Indemnitee to the extent that such Taxes security interests would result from in material adverse tax consequences as reasonably determined by the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereofCompany; (5f) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, leased real property; (g) any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any fee interest in a Tax Indemnitee owned real property if the fair market value of such fee interest (as determined in good faith by the Company) is less than $5.0 million individually (other than (1) a substitution or replacement Mortgage Property listed on Schedule 7 to this Agreement as of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Defaultdate hereof); (6h) Foreign Intellectual Property; (i) any Vehicles and any other assets subject to certificate of title; and (j) so long as any Term Obligations are outstanding, any property or asset (or interest therein) that is an Excluded Asset (as defined in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (yany Term Document) or that is otherwise excluded from the collateral securing the Term Obligations (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer so excluded). In addition, no security interest is or disposition); (7) consisting of any interest, penalties, or additions will be granted pursuant to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee this Agreement or any Affiliate thereof contained other Note Security Document in any Operative Agreement right, title or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender Granting Party under or in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated Excluded Subsidiary Securities. The Company will give written notice to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result Note Collateral Agent of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1determination made by the Company as contemplated by clause (e)(ii) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemniteespreceding “Excluded Assets” definition.

Certain Exceptions. The provisions No security interest is or will be granted pursuant hereto in any right, title or interest of Sections 10(c)(iany Granting Party under or in (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than the Parent Borrower, a Restricted Subsidiary or an Affiliate thereof (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and 10(c)(ii) such Restrictive Agreements shall not apply tobe deemed to constitute a part of the Security Collateral) for so long as, and Borrower shall have no liability hereunder forto the extent that, Taxes:the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (1b) imposed on any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a Tax Indemnitee by any Taxing Authority part of the Security Collateral) if such Equipment or governmental subdivision thereof other property (x) is subject to a Lien described in subsection 7.2(h) of the Cash Flow Credit Agreement (or, should the subsection numbering or therein (aaorganization of the Cash Flow Credit Agreement be changed following an amendment thereto or a modification or replacement thereof, the corresponding subsection of the Cash Flow Credit Agreement) on, based onin respect of Purchase Money Obligations or Capitalized Lease Obligations, or measured by gross a Lien described in subsection 7.2(o) (with respect to such a Lien described in subsection 7.2(h)) of the Cash Flow Credit Agreement (or, should the subsection numbering or net income organization of the Cash Flow Credit Agreement be changed following an amendment thereto or gross a modification or net receiptsreplacement thereof, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxesthe corresponding subsection of the Cash Flow Credit Agreement), and consists of Equipment or other property financed or refinanced thereby (including through any withholding taxes onfinancing or refinancing of the acquisition, based onleasing, construction or measured by gross improvement of any such assets) and/or any improvements, accessions, proceeds, dividends or net income distributions in respect of any such assets, and/or any other assets relating to any such assets (including to any such acquisition, leasing, construction or receiptsimprovement thereof) or any such improvements, accessions, proceeds, dividends or distributions, or (bby) onis subject to a Lien described in subsection 7.2(h) of the Cash Flow Credit Agreement (or, should the subsection numbering or organization of the Cash Flow Credit Agreement be changed following an amendment thereto or a modification or replacement thereof, the corresponding subsection of the Cash Flow Credit Agreement) in respect of Hedging Obligations, or a Lien described in subsection 7.2(o) (with respect toto such a Lien described in subsection 7.2(h)) of the Cash Flow Credit Agreement (or, should the subsection numbering or measured by capital or net worth or in organization of the nature of a franchise tax Cash Flow Credit Agreement be changed following an amendment thereto or a tax for modification or replacement thereof, the privilege corresponding subsection of doing business (other than, in the case of clause (aa) or (bbCash Flow Credit Agreement), (y) sales, use, license, or property Taxes, or (z) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee and consists of (i) is incorporated or organized or maintains its principal place of business or cash, Cash Equivalents, Investment Grade Securities and Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) maintains a permanent establishment any assets relating to such assets, proceeds, dividends or distributions or to any Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (A) any Interest Rate Agreements, Currency Agreements or Commodities Agreements or (B) any other agreements, instruments or documents related to any Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this clause (y); (c) any property that (A) would otherwise be included in the United StatesSecurity Collateral (and such property shall not be deemed to constitute a part of the Security Collateral) if such property (x) has been sold or otherwise transferred in connection with (i) a Special Purpose Financing, (ii) a Sale and Leaseback Transaction the proceeds of which are applied pursuant to subsection 3.4 of the Cash Flow Credit Agreement (or, should the subsection numbering or organization of the Cash Flow Credit Agreement be changed following an amendment thereto or a modification or replacement thereof, the corresponding subsection of the Cash Flow Credit Agreement) if and to the extent required thereby or (iii) an Exempt Sale and Leaseback Transaction, (y) constitutes the Proceeds or products of any property that the incomehas been sold or otherwise transferred pursuant to such Special Purpose Financing, receipts Sale and Leaseback Transaction or gains to which such Taxes relate are effectively connected with such permanent establishment, Exempt Sale and Leaseback Transaction (other than any payments received by reason such Granting Party in payment for the sale and transfer of a change such property in law occurring after such Special Purpose Financing, Sale and Leaseback Transaction or Exempt Sale and Leaseback Transaction) or (z) is subject to any Liens securing Indebtedness incurred in compliance with subsection 7.1(b)(ix) of the date such Tax Indemnitee acquires Cash Flow Credit Agreement (or, should the subsection numbering or organization of the Cash Flow Credit Agreement be changed following an interest in the Commitment amendment thereto or a Loan Certificate.modification or replacement thereof, the corresponding subsection of the Cash Flow Credit Agreement), or Liens permitted under subsection 7.2(k)(4) if such Tax Indemnitee would not have been or 7.2(p)(12) of the Cash Flow Credit Agreement (or, should the subsection numbering or organization of the Cash Flow Credit Agreement be changed following an amendment thereto or a modification or replacement thereof, the corresponding subsection of the Cash Flow Credit Agreement) or (B) is subject to Taxes any Permitted Lien and consists of property subject to any such type by sale and leaseback transaction or general intangibles related thereto (but only for so long as such jurisdiction but for a Borrower Connection to that jurisdiction; (2) on, with respect to, or measured by any trustee fees, commissions, or compensation received by Security Agent; (3) that Liens are being contested as provided in Section 10(c)(ivplace); (4d) imposed each Granting Party acknowledges that certain of the Pledged Collateral of such Granting Party may now or in the future consist of ULC Shares, and that it is the intention of the U.S. ABL Collateral Agent and each Granting Party that neither the U.S. ABL Collateral Agent nor any other Secured Party should under any circumstances prior to realization be held to be a “member” or “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the ABL Credit Agreement or any other Loan Document, where a Granting Party is the registered and beneficial owner of ULC Shares which are Pledged Collateral of such Granting Party, such Granting Party will remain the sole registered and beneficial owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the U.S. ABL Collateral Agent, any other Secured Party, or any other Person on the books and records of the applicable ULC. Accordingly, each Granting Party shall be entitled to receive and retain for its own account any Tax Indemnitee dividend or other distribution, if any, in respect of such ULC Shares (except for any dividend or distribution comprised of share certificates representing Pledged Collateral, which shall be delivered to the U.S. ABL Collateral Agent to hold as Pledged Collateral hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as such Granting Party would if such ULC Shares were not pledged to the U.S. ABL Collateral Agent pursuant hereto. Nothing in this Agreement, the ABL Credit Agreement or any other Loan Document is intended to, and nothing in this Agreement, the ABL Credit Agreement or any other Loan Document shall, constitute the U.S. ABL Collateral Agent, any other Secured Party, or any other Person other than the applicable Granting Party, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such Granting Party and further steps are taken pursuant hereto or thereto so as to register the U.S. ABL Collateral Agent, any other Secured Party, or such other Person, as specified in such notice, as the holder of the ULC Shares. To the extent any provision hereof would have the effect of constituting the U.S. ABL Collateral Agent or any other Secured Party as a member or a shareholder, as applicable, of any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Pledged Collateral of any Granting Party, without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral of any Granting Party which is not ULC Shares. Except upon the exercise of rights of the U.S. ABL Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, each Granting Party shall not cause or permit, or enable an Issuer that is a ULC to cause or permit, the U.S. ABL Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such Issuer; (b) have any notation entered in their favor in the share register of such Issuer; (c) be held out as shareholders or members of such Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Issuer by reason of the U.S. ABL Collateral Agent holding the Security Interests over the ULC Shares; or (e) act as a shareholder of such Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Issuer or to vote its ULC Shares; (e) Capital Stock which is specifically excluded from the definition of Pledged Stock by virtue of the proviso contained in the parenthetical to such definition; (f) those assets over which the granting of security interests in such assets (i) would be prohibited by a contract permitted under the ABL Credit Agreement, by applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law (including the Bankruptcy Code) or principles of equity), or (ii) to the extent that such Taxes security interests would result from in material adverse tax consequences as reasonably determined by the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereofBorrower; (5g) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in leased real property; (h) any property that would not otherwise be ABL Priority Collateral and is an Excluded Asset (as such term is defined in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Cash Flow Guarantee and Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of DefaultAgreement); (6i) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition);Foreign Intellectual Property; and (7j) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee Vehicles and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates assets subject to certificate of such Tax Indemnitee shall be related Tax Indemniteestitle.

Certain Exceptions. The provisions No security interest is or will be granted pursuant to this Agreement or any other Note Security Document in any right, title or interest of Sections 10(c)(i) and 10(c)(ii) shall not apply toany Grantor under, and Borrower shall have no liability hereunder forto or in any Excluded Assets. As used in this Agreement, Taxesthe term “Excluded Assets” means: (1a) imposed on any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holdings, a Tax Indemnitee by any Taxing Authority Restricted Subsidiary of Holdings or governmental subdivision an Affiliate thereof or therein (aacollectively, “Restrictive Agreements”) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes that would otherwise be included in the Security Collateral (and estate taxessuch Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (b) any withholding taxes on, based on, Equipment or measured other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien in respect of Purchase Money Obligations or Capitalized Lease Obligations permitted by gross or net income or receiptsSection 413 of the Indenture as a “Permitted Lien” pursuant to clause (h), or (bbwith respect to such a Lien described in clause (h) onof such term) clause (o) of the definition of such term (but in each case only for so long as such Liens are in place) or (y) is subject to any Lien in respect of Hedging Obligations permitted by Section 413 of the Indenture as a “Permitted Lien” pursuant to clause (h), or (with respect toto such a Lien described clause (h) of such term) clause (o) of the definition of such term (but in each case only for so long as such Liens are in place), and such Equipment or other property consists solely of (i) cash, Cash Equivalents, Temporary Cash Investments and Investment Grade Securities, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions or to any Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (A) any Interest Rate Agreements, Currency Agreements or Commodities Agreements or (B) any other agreements, instruments or documents related to any Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this clause (y); (c) any property that would otherwise be included in the Security Collateral (and such property shall not be deemed to constitute a part of the Security Collateral) if such property (x) has been sold or otherwise transferred in connection with a Special Purpose Financing, or measured (y) constitutes the proceeds or products of any property that has been sold or otherwise transferred pursuant to such Special Purpose Financing (other than any payments received by capital the Company or net worth any Grantor in payment for the sale and transfer of such property in such Special Purpose Financing), or (z) is subject to any Liens securing Indebtedness incurred in compliance with Section 407(b)(ix) of the Indenture or permitted by Section 413 of the Indenture as “Permitted Liens” permitted pursuant to clause (k)(5) or (p)(12) of the definition of such term; (d) any property that would otherwise be included in the Security Collateral (and such property shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a sale and leaseback transaction permitted under Section 411 of the Indenture, or is subject to any Liens permitted under Section 413 of the Indenture and consists of property subject to any such sale and leaseback transaction or general intangibles related thereto; provided that notwithstanding the foregoing, the security interest of the Note Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Collateral; (e) Capital Stock that constitutes (i) more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary, (ii) the Capital Stock of a Subsidiary of a Foreign Subsidiary or (iii) de minimis shares of a Foreign Subsidiary held by the Company or any Grantor as a nominee or in a similar capacity; (f) any Money, cash, checks, other negotiable instrument, funds and other evidence of payment held in any Deposit Account of the Company or any of its Subsidiaries in the nature of a franchise tax or a tax security deposit with respect to obligations for the privilege benefit of doing business the Company or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (other than, in g) the case of clause Investment Agreement and any rights therein or arising thereunder; (aa) or (bb), (y) sales, use, license, or property Taxes, or (zh) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee interest in leased real property; (i) any fee interest in owned real property if the fair market value of such fee interest is incorporated less than $2.0 million individually; (j) any Vehicles and any other assets subject to certificate of title; (k) Letter of Credit Rights and Commercial Tort Claims individually with a value of less than $3.0 million; (l) assets to the extent a security interest in such assets would result in costs or organized consequences as reasonably determined by the Company with respect to the granting or maintains its principal place perfecting of business a security interest that is excessive in view of the benefits to be obtained by the Secured Parties; (m) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Indenture, applicable law or regulation or the organizational documents or joint venture documents of any non-wholly owned Subsidiary (iiincluding permitted liens, leases and licenses), or to the extent that such security interests would result in material adverse tax consequences as reasonably determined by the Company; (n) maintains Foreign Intellectual Property; (o) any Capital Stock and other securities of a permanent establishment in the United States, if and Subsidiary to the extent that the income, receipts pledge of or gains to which grant of any other Lien on such Taxes relate are effectively connected with such permanent establishment, Capital Stock and other than by reason of a change in law occurring after the date such Tax Indemnitee acquires an interest securities results in the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject Company being required to Taxes file separate financial statements of such type by such jurisdiction but for a Borrower Connection Subsidiary with the Securities and Exchange Commission (or any other governmental authority) pursuant to that jurisdiction; (2) on, with respect toeither Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or measured by any trustee feesother law, commissionsrule or regulation as in effect from time to time, or compensation received by Security Agent; (3) that are being contested as provided in Section 10(c)(iv); (4) imposed on any Tax Indemnitee but only to the extent that necessary to not be subject to such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof;requirement; and (5p) imposed on or with respect any Capital Stock of any Foreign Subsidiary, provided that if the ownership interest in such Capital Stock is not transferred to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement Subsidiary of the Collateral by a Borrower Person Company that is treated for Tax purposes as not a transfer Grantor substantially concurrently with the consummation of the Transactions or dispositionwithin forty-five days thereafter, or (2) a transfer such Capital Stock shall no longer be an Excluded Asset pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than this clause (x), (yp) or (z) thereof) by or and shall be deemed to such Tax Indemnitee or constitute a related Tax Indemnitee (except part of the Security Collateral to the extent resulting from a change in Law after not an Excluded Asset pursuant to any of clauses (a) through (o) above. For the date avoidance of such transfer doubt, if any Grantor receives any payment or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge other amount under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach Investment Agreement, such payment or other amount shall constitute Collateral when and if actually received by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing AuthorityGrantor, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated set forth in Section 3.1 above. The Company will give written notice to the Transactions; or (12) to the extent imposed on an Indemnitee as a result Note Collateral Agent of any non-exempt “prohibited transaction” under 406(adetermination made by the Company as contemplated by clause (l) of ERISA or Section 4975(c)(1(m) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemniteespreceding Excluded Assets definition.

Certain Exceptions. The provisions No security interest is or will be granted pursuant hereto in any right, title or interest of Sections 10(c)(iany Grantor under or in (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than the Borrower, a Subsidiary of the Borrower or an Affiliate thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and 10(c)(ii) such Restrictive Agreements shall not apply tobe deemed to constitute a part of the Security Collateral) for so long as, and Borrower shall have no liability hereunder forto the extent that, Taxes:the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (1b) imposed on a Tax Indemnitee by any Taxing Authority Equipment or governmental subdivision thereof or therein (aa) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or other property that would otherwise be included in the nature Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property is subject to a franchise tax or a tax for the privilege of doing business (other than, Lien described in the case of clause (aaSection 7.3(n) or 7.3(y) of the Credit Agreement (bb), (y) sales, use, license, or property Taxes, or (z) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee but in each case only for so long as (i) is incorporated or organized or maintains its principal such Liens are in place of business or and (ii) maintains the granting of a permanent establishment Lien in such Equipment or other property would breach or conflict with the agreement giving rise to such Liens); (c) any property that would otherwise be included in the United StatesSecurity Collateral (and such property shall not be deemed to constitute a part of the Security Collateral) if such property (x) has been sold or otherwise transferred in connection with (i) a Sale and Leaseback Transaction the proceeds of which are applied as, if and to the extent required in accordance with Section 3.4(c) of the Credit Agreement or (ii) an Exempt Sale and Leaseback Transaction or (y) constitutes Proceeds or products of any property that the income, receipts has been sold or gains otherwise transferred pursuant to which such Taxes relate are effectively connected with such permanent establishment, Sale and Leaseback Transaction or Exempt Sale and Leaseback Transaction (other than any payments received by reason of a change such Grantor in law occurring after payment for the date such Tax Indemnitee acquires an interest in the Commitment sale or a Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes transfer of such type by property in such jurisdiction but for a Borrower Connection to that jurisdictionSale and Leaseback Transaction or Exempt Sale and Leaseback Transaction) ; (2d) on, with respect to, or measured Capital Stock which is specifically excluded from the definition of Pledged Stock by any trustee fees, commissions, or compensation received by Security Agentvirtue of the proviso contained in the parenthetical to such definition; (3e) that are being contested as provided in Section 10(c)(iv)Foreign Intellectual Property; (4f) imposed any Money, cash, Cash Equivalents, checks, other negotiable instrument, funds and other evidence of payment held in any Deposit Account of the Borrower or any of its Subsidiaries in the nature of security deposit with respect to obligations for the benefit of the Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (g) any deposit account or other account containing collateral securing the obligations of any Grantor with respect to the Existing Letters of Credit (as defined in the ABL Credit Agreement as in effect on the date hereof), and any Tax Indemnitee cash, Cash Equivalents or investment property in such accounts; (h) without limiting clause 3.3(a) above, those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement and set forth on Schedule 6, applicable law or regulation or the organizational documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses), or to the extent that such Taxes security interests would result from in adverse tax or accounting consequences as reasonably determined by the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (5) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12i) those assets as to which the applicable Grantor and the Collateral Agent shall mutually and reasonably determine that the costs of obtaining such a security interest are excessive in relation to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) value of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall security interest to be related Tax Indemniteesafforded thereby.

Certain Exceptions. The provisions Notwithstanding Section 1.1, no security interest is or will be granted pursuant hereto in any right, title or interest of Sections 10(c)(iany Grantor under or in (each of (a) through (h) collectively, the “Excluded Collateral”): (a) any Instruments, Contracts, Chattel Paper, General Intangibles, licenses or other contracts or agreements with or issued by Persons other than Holdings or a Subsidiary of Holdings or an Affiliate thereof (collectively, “Excluded Agreements”) that would otherwise be included in the Collateral (and 10(c)(ii) such Excluded Agreements shall not apply tobe deemed to constitute a part of the Collateral) for so long as, and Borrower to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Excluded Agreements (in each case, except to the extent any such breach, default or termination would be rendered ineffective under the UCC or other applicable law); provided, however, that a security interest in an Excluded Agreement in favor of the Secured Creditors shall have attach immediately at such time as Grantor’s grant of a security interest in such Excluded Agreement no liability hereunder forlonger results in a breach, Taxesdefault or termination thereof or thereunder and, to the extent severable, shall attach immediately to any portion of such Excluded Agreement that does not result in a respective breach, default or termination thereof or thereunder, including, without limitation, any proceeds of such Excluded Agreement; provided further, that, in furtherance of the foregoing, each Grantor agrees that it shall not amend any material Excluded Agreement in effect as of the date hereof so that the grant of a security interest therein would result in a breach, default or termination of such Excluded Agreement; or (b) equity interests in any first-tier foreign Subsidiary in excess of 65% of the total outstanding Voting Equity Interests of such first-tier foreign Subsidiary; (c) any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed whereupon such applications shall be automatically subject to the Lien granted herein and deemed included in the Collateral); (d) any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein; (e) those assets as to which the Collateral Agent shall determine in its sole discretion that the cost of obtaining a security interest are excessive in relation to the value of the security to be afforded thereby; (f) in the case of foreign jurisdictions, those assets to the extent that such grant of a security interest is prohibited by the limitations of applicable local law; (g) any Equity Interests in a joint venture or other non Wholly-Owned Subsidiary to the extent that granting a security interest in or lien on such Equity Interests is not permitted by the governing documents of such joint venture or other non Wholly-Owned Subsidiary; (h) Excluded Deposit Accounts; and (i) any of the following: (1) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein (aa) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or asset that would otherwise be included in the nature Collateral (and such asset shall not be deemed to constitute a part of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (aa) or (bb), (y) sales, use, license, or property Taxes, or (z) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee (i) is incorporated or organized or maintains its principal place of business or (ii) maintains a permanent establishment in the United States, if and to the extent that the income, receipts or gains to which such Taxes relate are effectively connected with such permanent establishment, other than by reason of a change in law occurring after the date such Tax Indemnitee acquires an interest in the Commitment or a Loan Certificate.Collateral) if such Tax Indemnitee would not have been asset is subject to Taxes a Lien permitted by Section 10.01(vi) of such type by such jurisdiction but for a Borrower Connection to that jurisdictionthe Credit Agreement; (2) onany Equipment, with respect tomachinery or other fixed asset that would otherwise be included in the Collateral (and such Equipment, machinery or measured other fixed asset shall not be deemed to constitute a part of the Collateral) if such Equipment, machinery or other fixed asset is subject to a Lien permitted by any trustee fees, commissions, or compensation received by Security AgentSection 10.01(vii) of the Credit Agreement; (3) any property that are being contested would otherwise be included in the Collateral (and such property shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a sale-leaseback transaction permitted under Section 10.02(xiii) of the Credit Agreement, or is subject to any Liens permitted under Section 10.01(xviii) of the Credit Agreement, or constitutes the Proceeds or products of any property that has been so sold or otherwise transferred so long as provided such Proceeds or products remain subject to the Liens referenced above in Section 10(c)(ivthis clause (b)(iii);; and (4) imposed on any Tax Indemnitee property or asset that would otherwise be included in the Collateral (and such property or asset shall not be deemed to constitute a part of the Collateral) if such property or assets is subject to a Lien permitted by Section 10.01(xiv) of the Credit Agreement; in each case pursuant to preceding clauses (i)(1) through (4), for so long as, and to the extent that such Taxes result from that, the gross negligence granting or willful misconduct existence of such Tax Indemnitee a security interest pursuant hereto would result in a breach, default or any Affiliate thereof; (5) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee termination of any interest agreement relating to the respective Lien or obligations secured thereby (in the Collateraleach case, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from any such breach, default or termination would be rendered ineffective under the UCC or other applicable law); provided that immediately upon repayment of the Indebtedness and/or other monetary obligation secured by a change Lien referenced in Law after clauses (i)(1) through (4), the date relevant Grantor shall be deemed to have granted a security interest in all of its rights, title and interests under or in such asset, Equipment or other property that is the subject of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax IndemniteesLien.

Certain Exceptions. The provisions No security interest is or will be granted pursuant hereto in any right, title or interest of Sections 10(c)(i) and 10(c)(ii) shall not apply to, and Borrower shall have no liability hereunder for, Taxesany Granting Party under or in: (1a) imposed on any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses or other contracts or agreements with or issued by Persons other than Holding, a Tax Indemnitee by any Taxing Authority Subsidiary of Holding or governmental subdivision an Affiliate thereof or therein (aacollectively, “Restrictive Agreements”) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or that would otherwise be included in the nature Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of a franchise tax or a tax the Security Collateral) for the privilege of doing business (other thanso long as, in the case of clause (aa) or (bb), (y) sales, use, license, or property Taxes, or (z) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee (i) is incorporated or organized or maintains its principal place of business or (ii) maintains a permanent establishment in the United States, if and to the extent that that, the income, receipts or gains to which such Taxes relate are effectively connected with such permanent establishment, other than by reason of a change in law occurring after the date such Tax Indemnitee acquires an interest in the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes granting of such type by a security interest pursuant hereto would result in a breach, default or termination of such jurisdiction but for Restrictive Agreements (in each case, except to the extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a Borrower Connection to that jurisdiction; (2) onbreach, with respect to, default or measured by any trustee fees, commissions, or compensation received by Security Agent; (3) that are being contested as provided in Section 10(c)(ivtermination of such Restrictive Agreements); (4b) imposed on any Tax Indemnitee Equipment that would otherwise be included in the Security Collateral (and such Equipment shall not be deemed to constitute a part of the extent that Security Collateral) if such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (5) imposed on or with respect Equipment is subject to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) Lien permitted by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or dispositionsubsection 8.3(h) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Credit Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12c) any property that would otherwise be included in the Security Collateral (and such property shall not be deemed to constitute a part of the extent imposed on an Indemnitee as Security Collateral) if such property has been sold or otherwise transferred in connection with a result Permitted Receivables Transaction or a Sale and Leaseback Transaction permitted under subsection 8.12 of the Credit Agreement, or is subject to any non-exempt “prohibited transaction” Liens permitted under 406(asubsection 8.3(m) of ERISA or Section 4975(c)(1and 8.3(o) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agentsCredit Agreement, or Affiliates constitutes the Proceeds or products of any property that has been so sold or otherwise transferred; or (d) Capital Stock which is specifically excluded from the definition of Pledged Stock by virtue of the proviso contained in the parenthetical to such Tax Indemnitee shall be related Tax Indemniteesdefinition.

Certain Exceptions. The No security interest is or will be granted pursuant to this Agreement or any other Security Document in any right, title or interest of any Granting Party under or in, and “Collateral” and “Pledged Collateral” shall not include the following (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holding, a Subsidiary of Holding or the Borrower or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code and other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in subsection 7.2(h) of the Credit Agreement (with respect to Purchase Money Obligations or Capitalized Lease Obligations) or 7.2(o) of the Credit Agreement (with respect to such Liens described in such subsection 7.2(h) of the Credit Agreement (or any corresponding provision of the Second Lien Credit Agreement, ABL Credit Agreement or any Additional Credit Facility, provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent)) (but in each case only for so long as such Liens are in place); or (y) is subject to any Lien in respect of Hedging Obligations (as defined in the Credit Agreement, but excluding any Hedging Obligations secured under (A) any Security Document, (B) any ABL Collateral Document (as defined in the ABL/Term Loan Intercreditor Agreement) or (C) any Additional Collateral Document (as defined in the Base Intercreditor Agreement)) permitted by subsection 7.2 of the Credit Agreement (or any corresponding provision of the Second Lien Credit Agreement, the ABL Credit Agreement or any Additional Credit Facility, provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent)) (but only for so long as such Liens are in place), and such Equipment or other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations (as defined in the Credit Agreement), and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any such Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (y); (c) any property (and/or related rights and/or assets) (A) that would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property (x) has been sold or otherwise transferred in connection with (i) a Special Purpose Financing, (ii) a Sale and Leaseback Transaction the proceeds of which are applied pursuant to subsection 3.4 of the Credit Agreement (or any corresponding provision of the Second Lien Credit Agreement, the ABL Credit Agreement or any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent)) if and to the extent required thereby or (iii) an Exempt Sale and Leaseback Transaction, or (y) constitutes the Proceeds or products of any property that has been sold or otherwise transferred pursuant to such Special Purpose Financing, Sale and Leaseback Transaction or Exempt Sale and Leaseback Transaction (other than any payments received by such Granting Party in payment for the sale and transfer of such property in such Special Purpose Financing, Sale and Leaseback Transaction or Exempt Sale and Leaseback Transaction) or (B) is subject to any Liens securing Indebtedness incurred in compliance with subsection 7.1(b)(ix) of the Credit Agreement, or Liens permitted under subsection 7.2(m)(vii) or 7.2(p)(xii) of the Credit Agreement (or in each case any corresponding provision of the Second Lien Credit Agreement, the ABL Credit Agreement or any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent); (d) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (e) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (f) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $10,000,000 individually; (g) any Vehicles and any assets subject to certificate of title; (h) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (i) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holding or any of its Subsidiaries as reasonably determined in writing by the Borrower and the Administrative Agent and to the extent such assets would otherwise constitute Term Priority Collateral, the Collateral Agent, that are excessive in view of the benefits that would be obtained by the Secured Parties; (j) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses), including contracts over which the granting of security interests therein would result in termination thereof (in each case, after giving effect to the applicable anti-assignment provisions of Sections 10(c)(ithe Code and other applicable law, other than proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the Code and/or other applicable law notwithstanding such prohibitions), or to the extent that such security interests would result in material adverse tax consequences to Holding, the Borrower or any one or more of its Subsidiaries as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent (it being understood that the Lenders shall not require the Borrower or any of its Subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (k) the Acquisition Agreement and 10(c)(iiany rights therein or arising thereunder (it being understood that this clause (k) shall not apply to, and Borrower shall have no liability hereunder for, Taxes:to any proceeds of the Acquisition Agreement); (1i) imposed on any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts but excluding the Collateral Proceeds Account, DDAs, Concentration Accounts, the Core Concentration Account and Blocked Accounts (in each case only to the extent a Tax Indemnitee control agreement is required pursuant to Subsection 4.16 of the ABL Credit Agreement)) to the extent the security interest in such asset is not automatically perfected by filings under the Uniform Commercial Code of any Taxing Authority or governmental subdivision thereof or therein (aa) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other thanapplicable jurisdiction or, in the case of clause (aa) Pledged Stock, by being held by the Collateral Agent, the Administrative Agent, any Collateral Representative or (bb), (y) sales, use, license, an Additional Agent as agent for the Collateral Agent or property Taxes, or (z) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee (i) is incorporated or organized or maintains its principal place of business or in accordance with the Base Intercreditor Agreement and (ii) maintains a permanent establishment (A) so long as the ABL Credit Agreement is in effect, Excluded Accounts (as defined in the United StatesABL Credit Agreement) and (B) at any time that the ABL Credit Agreement is not in effect, if deposit accounts used exclusively as escrow, fiduciary or trust accounts or designated disbursement accounts and non-U.S. bank accounts; (m) Foreign Intellectual Property; (n) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (o) any Capital Stock and other securities of a Subsidiary of the Borrower to the extent that the incomepledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of any holders of securities results in the Borrower or any of its Restricted Subsidiaries being required to file separate financial statements for such Subsidiary with the Securities and Exchange Commission (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, receipts or gains any other law, rule or regulation as in effect from time to which time, but only to the extent necessary to not be subject to such Taxes relate are effectively connected with such permanent establishmentrequirement; (p) any assets or property of Holding, other than the Pledged Stock of the Borrower; and (q) any Goods in which a security interest is not perfected by reason of filing a change in law occurring after the date such Tax Indemnitee acquires an interest financing statement in the Commitment or a Loan Certificate.applicable Grantor’s jurisdiction of organization. Notwithstanding the foregoing clauses (a) if such Tax Indemnitee would not have been subject to Taxes of such type by such jurisdiction but for a Borrower Connection to that jurisdiction; through (2) onq), with respect to, or measured by any trustee fees, commissions, or compensation received by Security Agent; (3) that are being contested as provided in Section 10(c)(iv); (4) imposed on any Tax Indemnitee prior to the extent Discharge of ABL Obligations, “Excluded Assets” shall not include any property or asset that is Term Loan Priority Collateral or ABL Priority Collateral at any time such Taxes result from the gross negligence property or willful misconduct of such Tax Indemnitee asset (i) constitutes “Collateral” or any Affiliate thereof; (5) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the “Pledged Collateral, any interest arising ” under the Operative AgreementsABL Collateral Agreement and (ii) for the avoidance of doubt, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge an “Excluded Asset” under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative ABL Collateral Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.

Certain Exceptions. The Notwithstanding the foregoing provisions of Sections 10(c)(i) and 10(c)(ii) shall not apply to, and Borrower shall have no liability hereunder for, Taxesthis Section: (1i) imposed on any Restricted Subsidiary may elect to convert from a Tax Indemnitee by any Taxing Authority corporation or governmental subdivision thereof or therein (aa) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding partnership into a limited liability company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business Restricted Subsidiary (other than, than any Acquisition Subsidiary at the time obligated in respect of any Indebtedness permitted under Section 6.03(h)) may be merged or consolidated with or into (x) the case of clause (aa) Borrower if the Borrower shall be the continuing or (bb), surviving corporation or (y) salesMCC or any other Restricted Subsidiary, useprovided, licensehowever, that a Newspaper Entity may not be merged or property Taxes, consolidated with or into MCC or a Restricted Subisidiary unless the surviving entity is a Newspaper Entity; (zii) any Taxes imposed by any Taxing Authority Restricted Subsidiary (other than a Taxing Authority within whose jurisdiction Newspaper Entity) may sell, lease, transfer or otherwise dispose of any or all of its Property (upon voluntary liquidation or otherwise), provided that any such Tax Indemnitee sale, lease, transfer or other disposition to an Affiliate shall satisfy the requirements of Section 6.09, it being understood that any such sale, lease, transfer or other disposition to an Affiliate of real property that satisfies the requirements of clause (ivii) is incorporated or organized or maintains its principal place below, shall be deemed to satisfy the requirements of business or (ii) maintains a permanent establishment in the United States, if and to the extent that the income, receipts or gains to which such Taxes relate are effectively connected with such permanent establishment, other than by reason of a change in law occurring after the date such Tax Indemnitee acquires an interest in the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes of such type by such jurisdiction but for a Borrower Connection to that jurisdictionSection 6.09; (2iii) onany Newspaper Entity (other than any Acquisition Subsidiary obligated at the time in respect of any Indebtedness permitted under Section 6.03(h)) may sell, with lease, transfer or otherwise dispose of any or all of its Property (upon voluntary liquidation or otherwise) to any other Newspaper Entity (other than to any Acquisition Subsidiary obligated at the time in respect to, or measured by of any trustee fees, commissions, or compensation received by Security Agent; (3) that are being contested as provided in Indebtedness permitted under Section 10(c)(iv6.03(h)); (4iv) imposed on MCC or any Tax Indemnitee of its Restricted Subsidiaries may (whether by way of purchase of assets or stock, by merger or consolidation or otherwise) make any acquisition of a business, and the related assets, of any other Person (i.e. any Person other than MCC or any of its Restricted Subsidiaries), provided that: (A) no later than five Business Days prior to the extent that such Taxes result from the gross negligence or willful misconduct consummation of such Tax Indemnitee acquisition, the Borrower shall have delivered to the Administrative Agent drafts or executed counterparts of the respective agreements or instruments pursuant to which such acquisition is to be consummated (together with any related management, non-compete, employment, option or other material agreements and any lease or other agreement entered into with any Affiliate thereof;of the seller) and any schedules or other material ancillary documents to be executed or delivered in connection therewith as are sufficient to demonstrate compliance by the Borrower with the requirements of this Section 6.01(c)(iv) and (B) promptly following request therefor, the Borrower shall deliver copies of such other information or documents relating to such acquisition as any Lender or Lenders (through the Administrative Agent) shall have reasonably requested; the agreements, instruments and other documents referred to above shall provide that (5I) imposed on or neither MCC nor any of its Restricted Subsidiaries shall, in connection with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed onsuch acquisition, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of assume any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement Indebtedness of the Collateral by a Borrower Person seller or sellers (except Indebtedness that is treated for Tax purposes as a transfer or disposition, permitted under Section 6.03(h)) or (2) a transfer pursuant other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the Property so acquired and reasonably necessary or desirable to an exercise the continued operation of remedies upon a then-existing Event such Property) and (II) all Property to be acquired in connection with such acquisition shall be acquired free and clear of Defaultany and all Liens (except for Liens that are permitted by Section 6.02); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.

Certain Exceptions. The provisions No security interest is or will be granted pursuant hereto in any right, title or interest of Sections 10(c)(iany Granting Party under or in (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than the Parent Borrower, a Restricted Subsidiary of the Parent Borrower or an Affiliate thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and 10(c)(ii) such Restrictive Agreements shall not apply tobe deemed to constitute a part of the Security Collateral) for so long as, and Borrower shall have no liability hereunder forto the extent that, Taxes:the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (1b) imposed on any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a Tax Indemnitee by any Taxing Authority part of the Security Collateral) if such Equipment or governmental subdivision thereof other property is subject to a Lien described in (x) clause (j) or therein clause (aad) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or to a Lien described in clause (j)) of the definition of “Permitted Liens” in the nature of a franchise tax ABL Credit Agreement or a tax for the privilege of doing business (other than, in the case of clause (aa) or (bb), (y) sales, use, license, subsection 8.2(h) or property Taxes, or 8.2(o) (zwith respect to a Lien described in subsection 8.2(h)) of the Revolving Credit Agreement; (c) any Taxes imposed by any Taxing Authority property that would otherwise be included in the Security Collateral (other than and such property shall not be deemed to constitute a Taxing Authority within whose jurisdiction part of the Security Collateral) if such Tax Indemnitee property (x) has been sold or otherwise transferred in connection with (i) is incorporated or organized or maintains its principal place of business or a Special Purpose Financing, (ii) maintains a permanent establishment in Sale and Leaseback Transaction the United States, proceeds of which are applied pursuant to subsection 4.4 of the Revolving Credit Agreement if and to the extent required thereby or (iii) an Exempt Sale and Leaseback Transaction, (y) constitutes the Proceeds or products of any property that the incomehas been sold or otherwise transferred pursuant to such Special Purpose Financing, receipts Sale and Leaseback Transaction or gains to which such Taxes relate are effectively connected with such permanent establishment, Exempt Sale and Leaseback Transaction (other than any payments received by reason such Granting Party in payment for the sale and transfer of a change such property in law occurring after the date such Tax Indemnitee acquires an interest in the Commitment Special Purpose Financing, Sale and Leaseback Transaction or a Loan Certificate.Exempt Sale and Leaseback Transaction) if such Tax Indemnitee would not have been or (z) is subject to Taxes any Liens securing Indebtedness incurred in compliance with subsection 8.1(b)(ix) of such type by such jurisdiction but for a Borrower Connection to that jurisdictionthe Revolving Credit Agreement, or Liens permitted under subsection 8.2(k)(iv) or 8.2(p)(xii) of the Revolving Credit Agreement; (2d) on, with respect to, or measured Capital Stock which is specifically excluded from the definition of Pledged Stock by any trustee fees, commissions, or compensation received by Security Agentvirtue of the proviso contained in the parenthetical to such definition; (3e) that are being contested as provided in Section 10(c)(iv)any of the (i) ABS Collateral, (ii) CMBS Loan Collateral, and (iii) ABL Accounts Collateral; (4f) imposed on Foreign Intellectual Property; (g) Vehicles which are not Eligible Transportation Equipment; (h) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Revolving Credit Agreement, applicable law or regulation or the organizational documents of any Tax Indemnitee non-wholly owned Subsidiary (including permitted liens, leases and licenses), or to the extent that such Taxes security interests would result from in adverse tax or accounting consequences as reasonably determined by the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereofParent Borrower; (5i) imposed on or with respect those assets as to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, parties shall reasonably determine that the transferee) as costs of obtaining such a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any security interest are excessive in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect relation to the value or principal amount of the security interest of any Lender in any Loan Certificate or the loan evidenced to be afforded thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12j) any Capital Stock of any Foreign Subsidiary, provided that if the ownership interest in such Capital Stock is not transferred to a Subsidiary of the Parent Borrower that is not a Granting Party substantially concurrently with the consummation of the Transactions or within forty-five days thereafter, such Capital Stock shall no longer be an Excluded Asset pursuant to this clause (i) and shall be deemed to constitute a part of the Security Collateral to the extent imposed on not an Indemnitee as a result Excluded Asset pursuant to any of any non-exempt “prohibited transaction” under 406(aclauses (a) of ERISA or Section 4975(c)(1through (i) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemniteesabove.

Certain Exceptions. The provisions No security interest is or will be granted pursuant hereto in any right, title or interest of Sections 10(c)(iany Granting Party under or in (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than the Parent Borrower, a Restricted Subsidiary or an Affiliate thereof (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and 10(c)(ii) such Restrictive Agreements shall not apply tobe deemed to constitute a part of the Security Collateral) for so long as, and Borrower shall have no liability hereunder forto the extent that, Taxes:the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (1b) imposed on any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a Tax Indemnitee by any Taxing Authority part of the Security Collateral) if such Equipment or governmental subdivision thereof other property (x) is subject to a Lien described in subsection 7.2(h) of the Cash Flow Credit Agreement (or, should the subsection numbering or therein (aaorganization of the Cash Flow Credit Agreement be changed following an amendment thereto or a modification or replacement thereof, the corresponding subsection of the Cash Flow Credit Agreement) on, based onin respect of Purchase Money Obligations or Capitalized Lease Obligations, or measured by gross a Lien described in subsection 7.2(o) (with respect to such a Lien described in subsection 7.2(h)) of the Cash Flow Credit Agreement (or, should the subsection numbering or net income organization of the Cash Flow Credit Agreement be changed following an amendment thereto or gross a modification or net receiptsreplacement thereof, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxesthe corresponding subsection of the Cash Flow Credit Agreement), and consists of Equipment or other property financed or refinanced thereby (including through any withholding taxes onfinancing or refinancing of the acquisition, based onleasing, construction or measured by gross improvement of any such assets) and/or any improvements, accessions, proceeds, dividends or net income distributions in respect of any such assets, and/or any other assets relating to any such assets (including to any such acquisition, leasing, construction or receiptsimprovement thereof) or any such improvements, accessions, proceeds, dividends or distributions, or (bby) onis subject to a Lien described in subsection 7.2(h) of the Cash Flow Credit Agreement (or, should the subsection numbering or organization of the Cash Flow Credit Agreement be changed following an amendment thereto or a modification or replacement thereof, the corresponding subsection of the Cash Flow Credit Agreement) in respect of Hedging Obligations, or a Lien described in subsection 7.2(o) (with respect toto such a Lien described in subsection 7.2(h)) of the Cash Flow Credit Agreement (or, should the subsection numbering or measured by capital or net worth or in organization of the nature of a franchise tax Cash Flow Credit Agreement be changed following an amendment thereto or a tax for modification or replacement thereof, the privilege corresponding subsection of doing business (other than, in the case of clause (aa) or (bbCash Flow Credit Agreement), (y) sales, use, license, or property Taxes, or (z) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee and consists of (i) is incorporated or organized or maintains its principal place of business or cash, Cash Equivalents, Investment Grade Securities and Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) maintains a permanent establishment any assets relating to such assets, proceeds, dividends or distributions or to any Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (A) any Interest Rate Agreements, Currency Agreements or Commodities Agreements or (B) any other agreements, instruments or documents related to any Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this clause (y); (c) any property that (A) would otherwise be included in the United StatesSecurity Collateral (and such property shall not be deemed to constitute a part of the Security Collateral) if such property (x) has been sold or otherwise transferred in connection with (i) a Special Purpose Financing, (ii) a Sale and Leaseback Transaction the proceeds of which are applied pursuant to subsection 3.4 of the Cash Flow Credit Agreement (or, should the subsection numbering or organization of the Cash Flow Credit Agreement be changed following an amendment thereto or a modification or replacement thereof, the corresponding subsection of the Cash Flow Credit Agreement) if and to the extent required thereby or (iii) an Exempt Sale and Leaseback Transaction, (y) constitutes the Proceeds or products of any property that the incomehas been sold or otherwise transferred pursuant to such Special Purpose Financing, receipts Sale and Leaseback Transaction or gains to which such Taxes relate are effectively connected with such permanent establishment, Exempt Sale and Leaseback Transaction (other than any payments received by reason such Granting Party in payment for the sale and transfer of a change such property in law occurring after such Special Purpose Financing, Sale and Leaseback Transaction or Exempt Sale and Leaseback Transaction) or (z) is subject to any Liens securing Indebtedness incurred in compliance with subsection 7.1(b)(ix) of the date such Tax Indemnitee acquires Cash Flow Credit Agreement (or, should the subsection numbering or organization of the Cash Flow Credit Agreement be changed following an interest in the Commitment amendment thereto or a Loan Certificate.modification or replacement thereof, the corresponding subsection of the Cash Flow Credit Agreement), or Liens permitted under subsection 7.2(k)(4) if such Tax Indemnitee would not have been or 7.2(p)(12) of the Cash Flow Credit Agreement (or, should the subsection numbering or organization of the Cash Flow Credit Agreement be changed following an amendment thereto or a modification or replacement thereof, the corresponding subsection of the Cash Flow Credit Agreement) or (B) is subject to Taxes any Permitted Lien and consists of property subject to any such type by sale and leaseback transaction or general intangibles related thereto (but only for so long as such jurisdiction but for a Borrower Connection to that jurisdiction; (2) on, with respect to, or measured by any trustee fees, commissions, or compensation received by Security Agent; (3) that Liens are being contested as provided in Section 10(c)(ivplace); (4d) imposed each Granting Party acknowledges that certain of the Pledged Collateral of such Granting Party may now or in the future consist of ULC Shares, and that it is the intention of the U.S. ABL Collateral Agent and each Granting Party that neither the U.S. ABL Collateral Agent nor any other Secured Party should under any circumstances prior to realization be held to be a “member” or “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the ABL Credit Agreement or any other Loan Document, where a Granting Party is the registered and beneficial owner of ULC Shares which are Pledged Collateral of such Granting Party, such Granting Party will remain the sole registered and beneficial owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the U.S. ABL Collateral Agent, any other Secured Party, or any other Person on the books and records of the applicable ULC. Accordingly, each Granting Party shall be entitled to receive and retain for its own account any Tax Indemnitee dividend or other distribution, if any, in respect of such ULC Shares (except for any dividend or distribution comprised of share certificates representing Pledged Collateral, which shall be delivered to the U.S. ABL Collateral Agent to hold as Pledged Collateral hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as such Granting Party would if such ULC Shares were not pledged to the U.S. ABL Collateral Agent pursuant hereto. Nothing in this Agreement, the ABL Credit Agreement or any other Loan Document is intended to, and nothing in this Agreement, the ABL Credit Agreement or any other Loan Document shall, constitute the U.S. ABL Collateral Agent, any other Secured Party, or any other Person other than the applicable Granting Party, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such Granting Party and further steps are taken pursuant hereto or thereto so as to register the U.S. ABL Collateral Agent, any other Secured Party, or such other Person, as specified in such notice, as the holder of the ULC Shares. To the extent any provision hereof would have the effect of constituting the U.S. ABL Collateral Agent or any other Secured Party as a member or a shareholder, as applicable, of any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Pledged Collateral of any Granting Party, without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral of any Granting Party which is not ULC Shares. Except upon the exercise of rights of the U.S. ABL Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, each Granting Party shall not cause or permit, or enable an Issuer that is a ULC to cause or permit, the U.S. ABL Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such Issuer; (b) have any notation entered in their favor in the share register of such Issuer; (c) be held out as shareholders or members of such Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Issuer by reason of the U.S. ABL Collateral Agent holding the Security Interests over the ULC Shares; or (e) act as a shareholder of such Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Issuer or to vote its ULC Shares; (e) Capital Stock which is specifically excluded from the definition of Pledged Stock by virtue of the proviso contained in the parenthetical to such definition; (f) those assets over which the granting of security interests in such assets (i) would be prohibited by a contract permitted under the ABL Credit Agreement, by applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law (including the Bankruptcy Code) or principles of equity), or (ii) to the extent that such Taxes security interests would result from in material adverse tax consequences as reasonably determined by the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereofBorrower; (5i) imposed any interest in leased Real Property (ii) any Real Property which is a Flood Property, and (iii) and any Real Property acquired after the Third Amendment Effective Date which is not a Flood Property, but only for the period commencing on or the date of such acquisition and ending on the first date thereafter on which each of the U.S. ABL Collateral Agent, the Administrative Agent, and the U.S. Facility Lenders shall have completed their respective due diligence with respect to a Tax Indemnitee (including such Real Property as contemplated by Section 7.9(e)(iv) of the transferee in those cases in which the Tax on transfer is imposed onCredit Agreement and, or is collected fromif applicable, the transfereeU.S. ABL Collateral Agent shall have been grated a Lien with respect to such Real Property to the extent required by, and in accordance with, the terms of the Credit Agreement; (h) any property that would not otherwise be ABL Priority Collateral and is an Excluded Asset (as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest term is defined in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Cash Flow Guarantee and Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of DefaultAgreement); (6i) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition);Foreign Intellectual Property; and (7j) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee Vehicles and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates assets subject to certificate of such Tax Indemnitee shall be related Tax Indemniteestitle.

Certain Exceptions. The provisions No security interest is or will be granted pursuant hereto in any right, title or interest of Sections 10(c)(i) and 10(c)(ii) shall not apply to, and Borrower shall have no liability hereunder for, Taxesany Assignor under or in: (1a) imposed on any Instruments, Contracts, Chattel Paper, General Intangibles, licenses or other contracts or agreements with or issued by Persons other than Holdings or a Tax Indemnitee by any Taxing Authority Subsidiary of Holdings or governmental subdivision an Affiliate thereof or therein (aacollectively, “Excluded Agreements”) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or that would otherwise be included in the nature Collateral (and such Excluded Agreements shall not be deemed to constitute a part of a franchise tax or a tax the Collateral) for the privilege of doing business (other thanso long as, in the case of clause (aa) or (bb), (y) sales, use, license, or property Taxes, or (z) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee (i) is incorporated or organized or maintains its principal place of business or (ii) maintains a permanent establishment in the United States, if and to the extent that that, the income, receipts or gains to which such Taxes relate are effectively connected with such permanent establishment, other than by reason of a change in law occurring after the date such Tax Indemnitee acquires an interest in the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes granting of such type by such jurisdiction but for a Borrower Connection to that jurisdiction; (2) onsecurity interest pursuant hereto would result in a breach, with respect to, default or measured by any trustee fees, commissions, or compensation received by Security Agent; (3) that are being contested as provided in Section 10(c)(iv); (4) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct termination of such Tax Indemnitee or any Affiliate thereof; Excluded Agreements (5) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed oneach case, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date granting of such transfer security interests therein can be made with the respective breach, default or dispositiontermination being ineffective under the UCC or other applicable law);; or (7b) consisting any of the following: (i) any interest, penalties, or additions asset that would otherwise be included in the Collateral (and such asset shall not be deemed to tax imposed on constitute a Tax Indemnitee as part of the Collateral) if such asset is subject to a result (in whole or in partLien permitted by Section 9.01(vi) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Credit Agreement; (10ii) any Equipment, machinery or other fixed asset that would otherwise be included in the nature of an intangible Collateral (and such Equipment, machinery or similar Tax upon or with respect other fixed asset shall not be deemed to the value or principal amount constitute a part of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only Collateral) if such Taxes are in the nature of franchise Taxes Equipment, machinery or result from the conduct of business other fixed asset is subject to a Lien permitted by such Tax Indemnitee in the taxing jurisdiction and are imposed because Section 9.01(vii) of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax IndemniteeCredit Agreement; (11iii) imposed on any property that would otherwise be included in the Collateral (and such property shall not be deemed to constitute a Tax Indemnitee part of the Collateral) if such property has been sold or otherwise transferred in connection with a sale-leaseback transaction permitted under Section 9.02(xiii) of the Credit Agreement, or is subject to any Liens permitted under Section 9.01(xviii) of the Credit Agreement, or constitutes the Proceeds or products of any property that has been so sold or otherwise transferred so long as such Proceeds or products remain subject to the Liens referenced above in this clause (b); and (iv) any property or asset that would otherwise be included in the Collateral (and such property or asset shall not be deemed to constitute a part of the Collateral) if such property or assets is subject to a Lien permitted by a Taxing AuthoritySection 9.01(xiv) of the Credit Agreement; in each case pursuant to preceding clauses (b)(i) through (iv), for so long as, and to the extent that that, the granting or existence of such Taxes a security interest pursuant hereto would result from in a connection between the Tax Indemnitee breach, default or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated termination of any agreement relating to the Transactions; or respective Lien or obligations secured thereby (12) in each case except to the extent imposed on an Indemnitee as a result the granting of any non-exempt “prohibited transaction” security interests therein can be made with the respective breach, default or termination being ineffective under 406(a) of ERISA the UCC or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemniteesapplicable law).

Certain Exceptions. The provisions No security interest is or will be granted pursuant to this Agreement or any other Security Document in any right, title or interest of Sections 10(c)(i) any Granting Party under or in, and 10(c)(ii) “Collateral” and “Pledged Collateral” shall not apply toinclude the following (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holding, a Subsidiary of Holding or the Borrower or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and Borrower shall have no liability hereunder forto the extent that, Taxes:the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code and other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (1b) imposed on any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a Tax Indemnitee by any Taxing Authority part of the Security Collateral) if such Equipment or governmental subdivision thereof other property (x) is subject to a Lien described in subsection 7.2(h) (with respect to Purchase Money Obligations or therein (aaCapitalized Lease Obligations) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bbo) on, or (with respect to, to such Liens described in such subsection 7.2(h)) of the Credit Agreement (or measured by capital or net worth or any corresponding provision of any Additional Credit Facility; provided that such provision is not materially less favorable to the Lenders than the corresponding provision in the nature Credit Agreement (as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent) (but in each case only for so long as such Liens are in place) or (y) is subject to any Lien in respect of Hedging Obligations permitted by subsection 7.2 of the Credit Agreement as a franchise tax “Permitted Lien” pursuant to clause (h) of subsection 7.2 of the Credit Agreement (or a tax any corresponding provision of any Additional Credit Facility; provided that such provision is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent) (but in each case only for the privilege of doing business (other thanso long as such Liens are in place), and, in the case of clause (aa) or (bb)such other property, (y) sales, use, license, or such other property Taxes, or (z) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee consists solely of (i) is incorporated cash, Cash Equivalents or organized or maintains its principal place of business or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) maintains a permanent establishment any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations (as defined in the United StatesCredit Agreement), and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (y); (c) any property (and/or related rights and/or assets) (A) that would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property (x) has been sold or otherwise transferred in connection with (i) a Special Purpose Financing, (ii) a Sale and Leaseback Transaction the proceeds of which are applied pursuant to subsection 3.4 of the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that such provision is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent)) if and to the extent required thereby or (iii) an Exempt Sale and Leaseback Transaction, or (y) constitutes the Proceeds or products of any property that the incomehas been sold or otherwise transferred pursuant to such Special Purpose Financing, receipts Sale and Leaseback Transaction or gains to which such Taxes relate are effectively connected with such permanent establishment, Exempt Sale and Leaseback Transaction (other than any payments received by reason such Granting Party in payment for the sale and transfer of a change such property in law occurring after such Special Purpose Financing, Sale and Leaseback Transaction or Exempt Sale and Leaseback Transaction) or (z) is subject to any Liens securing Indebtedness incurred in compliance with subsection 7.1(b)(ix) of the date Credit Agreement, or Liens permitted under subsection 7.2(k)(iv) or 7.2(p)(xii) of the Credit Agreement (or in each case any corresponding provision of any Additional Credit Facility; provided that such Tax Indemnitee acquires an interest provision is not materially less favorable to the Lenders than the corresponding provision in the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject Credit Agreement (as reasonably determined in writing by the Borrower and notified in writing to Taxes of such type by such jurisdiction but for a Borrower Connection to that jurisdiction; (2) on, with respect to, or measured by any trustee fees, commissions, or compensation received by Security the Collateral Agent; (3) that are being contested as provided in Section 10(c)(iv); (4d) imposed on Capital Stock (including for these purposes any Tax Indemnitee investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (e) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (f) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $15,000,000 individually; (g) any Vehicles and any assets subject to certificate of title; (h) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $15,000,000; (i) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holding or any of its Subsidiaries as reasonably determined in writing by the Borrower and the Administrative Agent, that are excessive in view of the benefits that would be obtained by the Secured Parties; (j) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the Code, other than proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the Code notwithstanding such prohibitions), or to the extent that such Taxes security interests would result from the gross negligence or willful misconduct of such Tax Indemnitee in adverse tax consequences to Borrower or any Affiliate one or more of its Subsidiaries as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent (it being understood that the Lenders shall not require the Borrower or any of its Subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (k) any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or other bank or securities accounts but excluding the Collateral Proceeds Account) to the extent the security interest in such asset is not automatically perfected by filings under the Uniform Commercial Code of any applicable jurisdiction or, in the case of Pledged Stock, by being held by the Collateral Agent, any Collateral Representative or an Additional Agent as agent for the Collateral Agent; (l) Foreign Intellectual Property; (m) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof; (5n) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result any Capital Stock and other securities of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement Subsidiary of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that the pledge of or grant of any other Lien on such Taxes result Capital Stock and other securities for the benefit of any holders of securities results in the Borrower or any of its Restricted Subsidiaries being required to file separate financial statements for such Subsidiary with the Securities and Exchange Commission (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated time to the Transactions; or (12) time, but only to the extent imposed on an Indemnitee as a result necessary to not be subject to such requirement; (o) any assets or property of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) Holding, other than the Pledged Stock of the Code caused Borrower; and (p) any Goods in which a security interest is not perfected by such Indemnitee. For purposes hereof, filing a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates financing statement in the applicable Grantor’s jurisdiction of such Tax Indemnitee shall be related Tax Indemniteesorganization.

Certain Exceptions. The provisions No security interest is or will be granted pursuant hereto in any right, title or interest of Sections 10(c)(iany Grantor under or in (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, Intangibles, Copyright Licenses, Patent Licenses, Trade-▇▇▇▇ Licenses, Trade Secret Licenses, Industrial Design Licenses or other contracts or agreements with or issued by Persons other than the Parent Borrower, a Restricted Subsidiary or an Affiliate thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and 10(c)(ii) such Restrictive Agreements shall not apply tobe deemed to constitute a part of the Security Collateral) for so long as, and Borrower shall have no liability hereunder forto the extent that, Taxes:the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the PPSA or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (1b) imposed on any Goods or other property that would otherwise be included in the Security Collateral (and such Goods or other property shall not be deemed to constitute a Tax Indemnitee by any Taxing Authority part of the Security Collateral) if such Goods or governmental subdivision thereof other property (x) is subject to a Lien described in subsection 7.2(h) of the Cash Flow Credit Agreement (or, should the subsection numbering or therein (aaorganization of the Cash Flow Credit Agreement be changed following an amendment thereto or a modification or replacement thereof, the corresponding subsection of the Cash Flow Credit Agreement) on, based onin respect of Purchase Money Obligations or Capitalized Lease Obligations, or measured by gross a Lien described in subsection 7.2(o) (with respect to such a Lien described in subsection 7.2(h)) of the Cash Flow Credit Agreement (or, should the subsection numbering or net income organization of the Cash Flow Credit Agreement be changed following an amendment thereto or gross a modification or net receiptsreplacement thereof, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxesthe corresponding subsection of the Cash Flow Credit Agreement), and consists of Goods or other property financed or refinanced thereby (including through any withholding taxes onfinancing or refinancing of the acquisition, based onleasing, construction or measured by gross improvement of any such assets) and/or any improvements, accessions, proceeds, dividends or net income distributions in respect of any such assets, and/or any other assets relating to any such assets (including to any such acquisition, leasing, construction or receiptsimprovement thereof) or any such improvements, accessions, proceeds, dividends or distributions, or (bby) onis subject to a Lien described in subsection 7.2(h) of the Cash Flow Credit Agreement (or, should the subsection numbering or organization of the Cash Flow Credit Agreement be changed following an amendment thereto or a modification or replacement thereof, the corresponding subsection of the Cash Flow Credit Agreement) in respect of Hedging Obligations, or a Lien described in subsection 7.2(o) (with respect toto such a Lien described in subsection 7.2(h)) of the Cash Flow Credit Agreement (or, should the subsection numbering or measured by capital or net worth or in organization of the nature of a franchise tax Cash Flow Credit Agreement be changed following an amendment thereto or a tax for modification or replacement thereof, the privilege corresponding subsection of doing business (other than, in the case of clause (aa) or (bbCash Flow Credit Agreement), (y) sales, use, license, or property Taxes, or (z) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee and consists of (i) is incorporated or organized or maintains its principal place of business or cash, Cash Equivalents, Investment Grade Securities and Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) maintains a permanent establishment any assets relating to such assets, proceeds, dividends or distributions or to any Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (A) any Interest Rate Agreements, Currency Agreements or Commodities Agreements or (B) any other agreements, instruments or documents related to any Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this clause (y); (c) any property that (A) would otherwise be included in the United StatesSecurity Collateral (and such property shall not be deemed to constitute a part of the Security Collateral) if such property (x) has been sold or otherwise transferred in connection with (i) a Special Purpose Financing, (ii) a Sale and Leaseback Transaction the proceeds of which are applied pursuant to subsection 3.4 of the Cash Flow Credit Agreement (or, should the subsection numbering or organization of the Cash Flow Credit Agreement be changed following an amendment thereto or a modification or replacement thereof, the corresponding subsection of the Cash Flow Credit Agreement) if and to the extent required thereby or (iii) an Exempt Sale and Leaseback Transaction, (y) constitutes the Proceeds or products of any property that the incomehas been sold or otherwise transferred pursuant to such Special Purpose Financing, receipts Sale and Leaseback Transaction or gains to which such Taxes relate are effectively connected with such permanent establishment, Exempt Sale and Leaseback Transaction (other than any payments received by reason such Grantor in payment for the sale and transfer of a change such property in law occurring after such Special Purpose Financing, Sale and Leaseback Transaction or Exempt Sale and Leaseback Transaction) or (z) is subject to any Liens securing Indebtedness incurred in compliance with subsection 7.1(b)(ix) of the date such Tax Indemnitee acquires Cash Flow Credit Agreement (or, should the subsection numbering or organization of the Cash Flow Credit Agreement be changed following an interest in the Commitment amendment thereto or a Loan Certificate.modification or replacement thereof, the corresponding subsection of the Cash Flow Credit Agreement), or Liens permitted under subsection 7.2(k)(4) if such Tax Indemnitee would not have been or 7.2(p)(12) of the Cash Flow Credit Agreement (or, should the subsection numbering or organization of the Cash Flow Credit Agreement be changed following an amendment thereto or a modification or replacement thereof, the corresponding subsection of the Cash Flow Credit Agreement) or (B) is subject to Taxes any Permitted Lien and consists of property subject to any such type by sale and leaseback transaction or intangibles related thereto (but only for so long as such jurisdiction but for a Borrower Connection to that jurisdiction; (2) on, with respect to, or measured by any trustee fees, commissions, or compensation received by Security Agent; (3) that Liens are being contested as provided in Section 10(c)(ivplace); (4d) imposed on Capital Stock which is specifically excluded from the definition of Pledged Stock by virtue of a proviso contained in the parenthetical to such definition; (e) those assets over which the granting of security interests in such assets (i) would be prohibited by a contract permitted under the ABL Credit Agreement, by applicable law or regulation or the organizational or joint venture documents of any Tax Indemnitee non-wholly owned Subsidiary, or (ii) to the extent that such Taxes security interests would result from in material adverse tax consequences as reasonably determined by the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereofCanadian Borrower; (5f) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default)leased real property; (6g) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition);Foreign Intellectual Property; and (7h) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee vehicles and any other Tax Indemnitees who are successorsassets subject to the certificate of title; provided that in this Section 3.3, assigns“property” means all Chattel Paper, agentsDocuments of Title, or Affiliates of such Tax Indemnitee shall be related Tax IndemniteesGoods, Instruments, Intangibles, Investment Property and Money.

Certain Exceptions. The provisions No security interest is or will be granted pursuant hereto in any right, title or interest of Sections 10(c)(i) and 10(c)(ii) shall not apply to, and Borrower shall have no liability hereunder for, Taxesany Assignor under or in: (1a) imposed on any Instruments, Contracts, Chattel Paper, General Intangibles, licenses or other contracts or agreements with or issued by Persons other than Holdings or a Tax Indemnitee by any Taxing Authority Subsidiary of Holdings or governmental subdivision an Affiliate thereof or therein (aacollectively, “Excluded Agreements”) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or that would otherwise be included in the nature Collateral (and such Excluded Agreements shall not be deemed to constitute a part of a franchise tax or a tax the Collateral) for the privilege of doing business (other thanso long as, in the case of clause (aa) or (bb), (y) sales, use, license, or property Taxes, or (z) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee (i) is incorporated or organized or maintains its principal place of business or (ii) maintains a permanent establishment in the United States, if and to the extent that that, the income, receipts or gains to which such Taxes relate are effectively connected with such permanent establishment, other than by reason of a change in law occurring after the date such Tax Indemnitee acquires an interest in the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes granting of such type by such jurisdiction but for a Borrower Connection to that jurisdiction; (2) onsecurity interest pursuant hereto would result in a breach, with respect to, default or measured by any trustee fees, commissions, or compensation received by Security Agent; (3) that are being contested as provided in Section 10(c)(iv); (4) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct termination of such Tax Indemnitee or any Affiliate thereof; Excluded Agreements (5) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed oneach case, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date granting of such transfer security interests therein can be made with the respective breach, default or dispositiontermination being ineffective under the UCC or other applicable law);; or (7b) consisting any of the following: (i) any interest, penalties, or additions asset that would otherwise be included in the Collateral (and such asset shall not be deemed to tax imposed on constitute a Tax Indemnitee as part of the Collateral) if such asset is subject to a result (in whole or in partLien permitted by Section 9.01(vi) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Credit Agreement; (10ii) any Equipment, machinery or other fixed asset that would otherwise be included in the nature of an intangible Collateral (and such Equipment, machinery or similar Tax upon or with respect other fixed asset shall not be deemed to the value or principal amount constitute a part of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only Collateral) if such Taxes are in the nature of franchise Taxes Equipment, machinery or result from the conduct of business other fixed asset is subject to a Lien permitted by such Tax Indemnitee in the taxing jurisdiction and are imposed because Section 9.01(vii) of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax IndemniteeCredit Agreement; (11iii) imposed on any property that would otherwise be included in the Collateral (and such property shall not be deemed to constitute a Tax Indemnitee part of the Collateral) if such property has been sold or otherwise transferred in connection with a sale-leaseback transaction permitted under Section 9.02(xiii) of the Credit Agreement, or is subject to any Liens permitted under Section 9.01(xviii) of the Credit Agreement, or constitutes the Proceeds or products of any property that has been so sold or otherwise transferred so long as such Proceeds or products remain subject to the Liens referenced above in this clause (d); and (iv) any property or asset that would otherwise be included in the Collateral (and such property or asset shall not be deemed to constitute a part of the Collateral) if such property or assets is subject to a Lien permitted by a Taxing AuthoritySection 9.01(xiv); in each case pursuant to preceding clauses (b)(i) through (iv), for so long as, and to the extent that that, the granting or existence of such Taxes a security interest pursuant hereto would result from in a connection between the Tax Indemnitee breach, default or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated termination of any agreement relating to the Transactions; or respective Lien or obligations secured thereby (12) in each case except to the extent imposed on an Indemnitee as a result the granting of any non-exempt “prohibited transaction” security interests therein can be made with the respective breach, default or termination being ineffective under 406(a) of ERISA the UCC or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemniteesapplicable law).

Certain Exceptions. The provisions No security interest is or will be granted pursuant hereto in any right, title or interest of Sections 10(c)(iany Granting Party under or in (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses (and 10(c)(iiany Foreign Intellectual Property equivalent of any of the foregoing) or other contracts or agreements with or issued by Persons other than the Parent Borrower, a Restricted Subsidiary or an Affiliate thereof (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not apply tobe deemed to constitute a part of the Security Collateral) for so long as, and Borrower shall have no liability hereunder for, Taxes: (1) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein (aa) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (aa) or (bb), (y) sales, use, license, or property Taxes, or (z) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee (i) is incorporated or organized or maintains its principal place of business or (ii) maintains a permanent establishment in the United States, if and to the extent that that, the income, receipts or gains to which such Taxes relate are effectively connected with such permanent establishment, other than by reason of a change in law occurring after the date such Tax Indemnitee acquires an interest in the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes granting of such type by a security interest pursuant hereto would result in a breach, default or termination of such jurisdiction but for Restrictive Agreements (in each case, except to the extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a Borrower Connection to that jurisdiction; (2) onbreach, with respect to, default or measured by any trustee fees, commissions, or compensation received by Security Agent; (3) that are being contested as provided in Section 10(c)(ivtermination of such Restrictive Agreements); (4b) imposed on any Tax Indemnitee Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the extent that Security Collateral) if such Taxes result from Equipment or other property (x) is subject to a Lien described in subsection 7.2(h) of the gross negligence Cash Flow Credit Agreement in respect of Purchase Money Obligations or willful misconduct of such Tax Indemnitee Capitalized Lease Obligations, or any Affiliate thereof; a Lien described in subsection 7.2(o) (5) imposed on or with respect to such a Tax Indemnitee Lien described in subsection 7.2(h)) of the Cash Flow Credit Agreement, and consists of Equipment or other property financed or refinanced thereby (including through any financing or refinancing of the transferee acquisition, leasing, construction or improvement of any such assets) and/or any improvements, accessions, proceeds, dividends or distributions in those cases in which the Tax on transfer is imposed onrespect of any such assets, or is collected from, the transferee) as a result of a transfer or and/or any other disposition assets relating to any such assets (including a deemed transfer to any such acquisition, leasing, construction or dispositionimprovement thereof) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificatesuch improvements, accessions, proceeds, dividends or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or dispositiondistributions, or (2y) is subject to a transfer pursuant Lien described in subsection 7.2(h) of the Cash Flow Credit Agreement in respect of Hedging Obligations, or a Lien described in subsection 7.2(o) (with respect to an exercise such a Lien described in subsection 7.2(h)) of remedies upon a then-existing Event the Cash Flow Credit Agreement, and consists of Default(i) cash, Cash Equivalents, Investment Grade Securities and Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions or to any Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (A) any Interest Rate Agreements, Currency Agreements or Commodities Agreements or (B) any other agreements, instruments or documents related to any Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this clause (y); (6c) in excess of those any property that would have been imposed had there otherwise be included in the Security Collateral (and such property shall not been be deemed to constitute a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result part of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10Security Collateral) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.property

Certain Exceptions. The provisions No security interest is or will be granted pursuant hereto in any right, title or interest of Sections 10(c)(iany Granting Party under or in (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than the Borrower, a Restricted Subsidiary or an Affiliate thereof (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and 10(c)(ii) such Restrictive Agreements shall not apply tobe deemed to constitute a part of the Security Collateral) for so long as, and Borrower shall have no liability hereunder forto the extent that, Taxes:the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (1b) imposed on any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a Tax Indemnitee by any Taxing Authority part of the Security Collateral) if such Equipment or governmental subdivision thereof other property (x) is subject to a Lien described in subsection 7.2(h) of the Credit Agreement in respect of Purchase Money Obligations or therein (aa) on, based onCapitalized Lease Obligations, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxesa Lien described in subsection 7.2(o) (with respect to such a Lien described in subsection 7.2(h)) of the Credit Agreement, and consists of Equipment or other property financed or refinanced thereby (including through any withholding taxes onfinancing or refinancing of the acquisition, based onleasing, construction or measured by gross improvement of any such assets) and/or any improvements, accessions, proceeds, dividends or net income distributions in respect of any such assets, and/or any other assets relating to any such assets (including to any such acquisition, leasing, construction or receiptsimprovement thereof) or any such improvements, accessions, proceeds, dividends or distributions, or (bby) onis subject to a Lien described in subsection 7.2(h) of the Credit Agreement in respect of Hedging Obligations, or a Lien described in subsection 7.2(o) (with respect toto such a Lien described in subsection 7.2(h)) of the Credit Agreement, and consists of (i) cash, Cash Equivalents, Investment Grade Securities and Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or measured by capital distributions or net worth to any Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (A) any Interest Rate Agreements, Currency Agreements or Commodities Agreements or (B) any other agreements, instruments or documents related to any Hedging Obligations or to any of the nature assets referred to in any of subclauses (i) through (iii) of this clause (y); (c) any property that would otherwise be included in the Security Collateral (and such property shall not be deemed to constitute a franchise tax part of the Security Collateral) if such property (w) has been sold or otherwise transferred in connection with (i) a tax Special Purpose Financing, (ii) a Sale and Leaseback Transaction the proceeds of which are applied pursuant to subsection 3.4 of the Credit Agreement if and to the extent required thereby or (iii) an Exempt Sale and Leaseback Transaction, (x) constitutes the Proceeds or products of any property that has been sold or otherwise transferred pursuant to such Special Purpose Financing, Sale and Leaseback Transaction or Exempt Sale and Leaseback Transaction (other than any payments received by such Granting Party in payment for the privilege sale and transfer of doing business (other thansuch property in such Special Purpose Financing, in the case of clause (aa) Sale and Leaseback Transaction or (bbExempt Sale and Leaseback Transaction), (y) sales, use, license, is subject to any Permitted Lien and consists of property subject to any such Sale and Leaseback Transaction or property Taxes, Exempt Sale and Leaseback Transaction or general intangibles related thereto (but only for so long as such Liens are in place) or (z) is subject to any Taxes imposed Liens securing Indebtedness incurred in compliance with subsection 7.1(b)(ix) of the Credit Agreement, or Liens permitted under subsection 7.2(k)(4) or 7.2(p)(12) of the Credit Agreement; (d) Capital Stock which is specifically excluded from the definition of Pledged Stock by any Taxing Authority virtue of the proviso contained in the parenthetical to such definition; (other than a Taxing Authority within whose jurisdiction e) those assets over which the granting of security interests in such Tax Indemnitee assets (i) is incorporated would be prohibited by a contract permitted under the Credit Agreement, by applicable law or organized regulation or maintains its principal place the organizational or joint venture documents of business any non-wholly owned Subsidiary (after giving effect to Sections 9 406(d), 9 407(a), 9 408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law (including the Bankruptcy Code) or principles of equity), or (ii) maintains a permanent establishment in the United States, if and to the extent that the income, receipts or gains to which such Taxes relate are effectively connected with such permanent establishment, other than by reason of a change in law occurring after the date such Tax Indemnitee acquires an interest in the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes of such type by such jurisdiction but for a Borrower Connection to that jurisdiction; (2) on, with respect to, or measured by any trustee fees, commissions, or compensation received by Security Agent; (3) that are being contested as provided in Section 10(c)(iv); (4) imposed on any Tax Indemnitee to the extent that such Taxes security interests would result from in material adverse tax consequences as reasonably determined by the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereofBorrower; (5f) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default)leased real property; (6g) in excess Foreign Intellectual Property; and (h) any Vehicles and any other assets subject to certificate of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than title. The Borrower will give written notice to the Collateral Agent of any determination made by the Borrower as contemplated by clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1e)(ii) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemniteespreceding “Excluded Assets” definition.

Certain Exceptions. The provisions of Sections 10(c)(i(i) Notwithstanding any other provision set forth in this Agreement to the contrary, any Bank may at any time and 10(c)(ii) shall not apply tofrom time to time pledge as collateral for advances, and Borrower shall have no liability hereunder for, Taxes: (1) imposed on a Tax Indemnitee by any Taxing Authority assign or governmental subdivision thereof or therein (aa) on, based onendorse for discount, or measured otherwise transfer all or any portion of its rights under this Agreement and its Note, if any, to any Federal Reserve Bank pursuant to the Federal Reserve Act and related regulations of the Board of Governors of the Federal Reserve System (as such act or regulations are then or thereafter in effect or any successor act or regulations), as well as any applicable operating circular or other requirements of such Board of Governors or Federal Reserve Bank (as then or thereafter in effect). Any Federal Reserve Bank may at any time and from time to time subsequently transfer all or any portion of the rights acquired by gross such Bank pursuant to this subsection to any Person. No such pledge, assignment, endorsement or net income other transfer shall or gross have the effect of releasing the Administrative Agent, any Bank or net receiptsthe Borrower from its respective obligations or conferring any obligations on the pledgee, including capital gains taxesassignee, excess profits taxesendorsee or transferee, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in as the case may be, under this Agreement or any Note. The requirements of clause subsections (aa) or (bbb), (yc) salesand (d) shall be deemed inapplicable to pledges, useassignments, license, endorsements or property Taxes, or (z) any Taxes imposed other transfers permitted by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee (i) is incorporated or organized or maintains its principal place of business or this subsection. (ii) maintains Notwithstanding anything to the contrary contained herein, any Bank (a permanent establishment "Granting Bank") may grant to a special purpose funding vehicle (an "SPC") of such Granting Bank, identified as such in writing from time to time by the United StatesGranting Bank to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Bank would otherwise be obligated to make to the Borrower pursuant to this Agreement, provided that (a) nothing herein shall constitute a commitment to make any Loan by any SPC and (b) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan or fund any other obligation required to be funded by it hereunder, the Granting Bank shall be obligated to make such Loan or fund such obligation pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall satisfy the obligation of the Granting Bank to make Loans to the same extent, and as if, such Loan were made by the Granting Banks. Each party hereto hereby agrees that no SPC shall be liable for any payment under this Agreement for which a Bank would otherwise be liable, for so long as, and to the extent extent, the related Granting Bank makes such payment. In furtherance of the foregoing, each party hereto hereby agrees that, prior to the date that the income, receipts or gains to which such Taxes relate are effectively connected with such permanent establishment, other than by reason of a change in law occurring is one year and one day after the date payment in full of all outstanding senior indebtedness of any SPC, it will not institute against or join any other person in instituting against, such Tax Indemnitee acquires an interest SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings, under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 12.4 any SPC may (A) with notice to, but without the Commitment prior written consent of, the Borrower or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes its Granting Bank or to any financial institutions providing liquidity and/or credit facilities to or for the account of such type SPC to fund the Loans made by such jurisdiction but for a Borrower Connection to that jurisdiction; (2) on, with respect to, or measured by any trustee fees, commissions, or compensation received by Security Agent; (3) that are being contested as provided in Section 10(c)(iv); (4) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (5) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by SPC or to such Tax Indemnitee or a related Tax Indemnitee (except to support the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations securities (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach issued by such Tax Indemnitee or a related Tax Indemnitee of any covenant of SPC to fund such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; Loans and (10B) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed disclose on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of confidential basis any non-exempt “prohibited transaction” under 406(a) public information relating to its Loans to any rating agency, commercial paper dealer or provider of ERISA a surety, guarantee or Section 4975(c)(1) of the Code caused by credit or liquidity enhancement to such IndemniteeSPC. For purposes hereof, a Tax Indemnitee and Notwithstanding any other Tax Indemnitees who are successorsprovisions of this Agreement, assigns, agents, the Borrower agrees that it will not use the proceeds of any Loan made by a Bank which is funded through an SPC to be used to purchase or Affiliates carry Margin Stock if such Bank (i) notifies the Borrower that its Loan will be funded through an SPC and (ii) requests the Borrower prior to the Effective Date not to use the proceeds of its Loan for such Tax Indemnitee shall be related Tax Indemniteespurpose.

Certain Exceptions. The provisions No security interest is or will be granted pursuant hereto in any right, title or interest of Sections 10(c)(iany Grantor under or in (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, Intangibles, Copyright Licenses, Patent Licenses, Trade-▇▇▇▇ Licenses, Trade Secret Licenses, Industrial Design Licenses (and 10(c)(iiany Foreign Intellectual Property equivalent of any of the foregoing) or other contracts or agreements with or issued by Persons other than the Parent Borrower, a Restricted Subsidiary or an Affiliate thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not apply tobe deemed to constitute a part of the Collateral) for so long as, and Borrower shall have no liability hereunder forto the extent that, Taxes:the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the PPSA or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (1b) imposed on any Equipment or other property that would otherwise be included in the Collateral (and such Equipment or other property shall not be deemed to constitute a Tax Indemnitee by any Taxing Authority part of the Collateral) if such Equipment or governmental subdivision thereof other property (x) is subject to a Lien described in subsection 7.2(h) of the Cash Flow Credit Agreement in respect of Purchase Money Obligations or therein (aa) on, based onCapitalized Lease Obligations, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxesa Lien described in subsection 7.2(o) (with respect to such a Lien described in subsection 7.2(h)) of the Cash Flow Credit Agreement, and consists of Equipment or other property financed or refinanced thereby (including through any withholding taxes onfinancing or refinancing of the acquisition, based onleasing, construction or measured by gross improvement of any such assets) and/or any improvements, accessions, proceeds, dividends or net income distributions in respect of any such assets, and/or any other assets relating to any such assets (including to any such acquisition, leasing, construction or receiptsimprovement thereof) or any such improvements, accessions, proceeds, dividends or distributions, or (bby) onis subject to a Lien described in subsection 7.2(h) of the Cash Flow Credit Agreement in respect of Hedging Obligations, or a Lien described in subsection 7.2(o) (with respect toto such a Lien described in subsection 7.2(h)) of the Cash Flow Credit Agreement, or measured by capital or net worth or in the nature and consists of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (aa) or (bb), (y) sales, use, license, or property Taxes, or (z) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee (i) is incorporated or organized or maintains its principal place of business or cash, Cash Equivalents, Investment Grade Securities and Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) maintains a permanent establishment any assets relating to such assets, proceeds, dividends or distributions or to any Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (A) any Interest Rate Agreements, Currency Agreements or Commodities Agreements or (B) any other agreements, instruments or documents related to any Hedging Obligations or to any of the assets referred to in any of sub- clauses (i) through (iii) of this clause (y); and (c) any property that would otherwise be included in the United StatesCollateral (and such property shall not be deemed to constitute a part of the Collateral) if such property (x) has been sold or otherwise transferred in connection with (i) a Special Purpose Financing, (ii) a Sale and Leaseback Transaction the proceeds of which are applied pursuant to subsection 3.4 of the ABL Credit Agreement if and to the extent that required thereby or (iii) an Exempt Sale and Leaseback Transaction, (y) constitutes the income, receipts Proceeds or gains to which such Taxes relate are effectively connected with such permanent establishment, other than by reason of a change in law occurring after the date such Tax Indemnitee acquires an interest in the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes of such type by such jurisdiction but for a Borrower Connection to that jurisdiction; (2) on, with respect to, or measured by any trustee fees, commissions, or compensation received by Security Agent; (3) that are being contested as provided in Section 10(c)(iv); (4) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (5) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee products of any interest in the Collateralproperty that has been sold or otherwise transferred pursuant to such Special Purpose Financing, any interest arising under the Operative Agreements, Sale and Leaseback Transaction or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee Exempt Sale and Leaseback Transaction (other than (1) a substitution any payments received by such Granting Party in payment for the sale and transfer of such property in such Special Purpose Financing, Sale and Leaseback Transaction or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (yExempt Sale and Leaseback Transaction) or (z) thereofis subject to any Liens securing Indebtedness incurred in compliance with subsection 7.1(b)(ix) by of the Cash Flow Credit Agreement, or Liens permitted under subsection 7.2(k)(iv) or 7.2(p)(xii) of the Cash Flow Credit Agreement. 3.3.1 Each Grantor acknowledges that certain of the Pledged Collateral of such Grantor may now or in the future consist of ULC Shares, and that it is the intention of the Canadian Collateral Agent and each Grantor that neither the Canadian Collateral Agent nor any other Secured Party should under any circumstances prior to realization be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the ABL Credit Agreement or any other Loan Document, where a Grantor is the registered and beneficial owner of ULC Shares which are Pledged Collateral of such Grantor, such Grantor will remain the sole registered and beneficial owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the Canadian Collateral Agent, any other Secured Party, or any other Person on the books and records of the applicable ULC. Accordingly, each Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares (except for any dividend or distribution comprised of Pledged Security Certificates of such Grantor, which shall be delivered to the Canadian Collateral Agent to hold hereunder) and shill have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as such Grantor would if such ULC Shares were not pledged to the Canadian Collateral Agent pursuant hereto. Nothing in this Agreement, the ABL Credit Agreement or any other Loan Document is intended to, and nothing in this Agreement, the ABL Credit Agreement or any other Loan Document shall, constitute the Canadian Collateral Agent, any other Secured Party, or any other Person other than the applicable Grantor, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such Tax Indemnitee Grantor and further steps are taken pursuant hereto or thereto so as to register the Canadian Collateral Agent, any other Secured Party, or such other Person, as specified in such notice, as the holder of the ULC Shares. To the extent any provision hereof would have the effect of constituting the Canadian Collateral Agent or any other Secured Party as a member or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting shareholder, as applicable, of any interestULC prior to such time, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly provision shall be severed herefrom and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) shall be ineffective with respect to ULC Shares which are Pledged Collateral of any Grantor without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such return; (8) resulting fromprovision insofar as it relates to Pledged Collateral of any Grantor which is not ULC Shares. Except upon the exercise of rights of the Canadian Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, each Grantor shall not cause or permit, or enable a Pledged Issuer that would not is a ULC to cause or permit, the Canadian Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such Pledged Issuer; (b) have been imposed but forany notation entered in their favour in the share register of such Pledged Issuer; (c) be held out as shareholders or members of such Pledged Issuer; (d) receive, directly or indirectly, any Liens arising dividends, property or other distributions from such Pledged Issuer by reason of the Canadian Collateral Agent holding the Security Interests over the ULC Shares; or (e) act as a result shareholder of claims againstsuch Pledged Issuer, or acts exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Pledged Issuer or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is vote its ULC Shares. 3.3.2 The Collateral shall not obligated to discharge under include the Operative Agreements; (9) imposed on any Tax Indemnitee as a result last day of the breach by such Tax Indemnitee or a related Tax Indemnitee term of any covenant lease or agreement therefor but upon the enforcement of the security interest granted hereby in the Collateral, the Grantors or any of them shall stand possessed of such Tax Indemnitee or last day in trust to assign the same to any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by person acquiring such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemniteesterm.

Certain Exceptions. The provisions No security interest is or will be granted pursuant hereto in any right, title or interest of Sections 10(c)(iany Granting Party under or in (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Parent Borrower, a Restricted Subsidiary of the Parent Borrower or an Affiliate thereof (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and 10(c)(ii) such Restrictive Agreements shall not apply tobe deemed to constitute a part of the Security Collateral) for so long as, and Borrower shall have no liability hereunder forto the extent that, Taxes:the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (1b) imposed on any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a Tax Indemnitee by any Taxing Authority part of the Security Collateral) if such Equipment or governmental subdivision thereof other property is subject to a Lien described in (x) clause (j) or therein clause (aad) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or to a Lien described in clause (j)) of the definition of “Permitted Liens” in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (aa) or (bb)Credit Agreement, (y) sales, use, license, subsection 7.2(h) or property Taxes, 7.2(o) (with respect to a Lien described in subsection 7.2(h)) of the Term Loan Credit Agreement or (z) subsection 8.2(h) or 8.2(o) (with respect to a Lien described in subsection 8.2(h)) of the Revolving Credit Agreement; (c) any Taxes imposed by any Taxing Authority property that would otherwise be included in the Security Collateral (other than and such property shall not be deemed to constitute a Taxing Authority within whose jurisdiction part of the Security Collateral) if such Tax Indemnitee property (x) has been sold or otherwise transferred in connection with (i) is incorporated or organized or maintains its principal place of business or a Special Purpose Financing, (ii) maintains a permanent establishment in Sale and Leaseback Transaction the United States, proceeds of which are applied pursuant to subsection 4.4 of the Credit Agreement if and to the extent required thereby or (iii) an Exempt Sale and Leaseback Transaction, (y) constitutes the Proceeds or products of any property that the incomehas been sold or otherwise transferred pursuant to such Special Purpose Financing, receipts Sale and Leaseback Transaction or gains to which such Taxes relate are effectively connected with such permanent establishment, Exempt Sale and Leaseback Transaction (other than any payments received by reason such Granting Party in payment for the sale and transfer of a change such property in law occurring after such Special Purpose Financing, Sale and Leaseback Transaction or Exempt Sale and Leaseback Transaction) or (z) is subject to any Liens securing Indebtedness incurred in compliance with subsection 7.1(b)(ix) of the date such Tax Indemnitee acquires an interest Term Loan Credit Agreement, or Liens permitted under subsection 7.2(k)(iv) or 7.2(p)(xii) of the Term Loan Credit Agreement, or Liens described in clause (k)(i) of the definition of “Permitted Liens” in the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes of such type by such jurisdiction but for a Borrower Connection to that jurisdiction; Credit Agreement (2) on, with respect to, or measured by any trustee fees, commissions, or compensation received by Security Agent; (3to Indebtedness incurred in compliance with subsection 7.1(b)(ix) that are being contested as provided in Section 10(c)(ivof the Term Loan Credit Agreement); (4d) imposed on Capital Stock which is specifically excluded from the definition of “Pledged Stock” by virtue of the proviso contained in the parenthetical to such definition; (e) any Tax Indemnitee of the (i) ABS Collateral and (ii) CMBS Loan Collateral; (f) Foreign Intellectual Property; (g) Vehicles which are not Eligible Transportation Equipment; (h) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, applicable law or regulation or the organizational documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses), or to the extent that such Taxes security interests would result from in adverse tax or accounting consequences as reasonably determined by the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereofParent Borrower; (5i) imposed on or with respect those assets as to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, parties shall reasonably determine that the transferee) as costs of obtaining such a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any security interest are excessive in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect relation to the value or principal amount of the security interest of any Lender in any Loan Certificate or the loan evidenced to be afforded thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12j) any Capital Stock of any Foreign Subsidiary, provided that if the ownership interest in such Capital Stock is not transferred to a Subsidiary of the Parent Borrower that is not a Granting Party substantially concurrently with the consummation of the Transactions or within forty-five days thereafter, such Capital Stock shall no longer be an Excluded Asset pursuant to this clause (j) and shall be deemed to constitute a part of the Security Collateral to the extent imposed on not an Indemnitee as a result Excluded Asset pursuant to any of any non-exempt “prohibited transaction” under 406(aclauses (a) of ERISA or Section 4975(c)(1through (i) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemniteesabove.

Certain Exceptions. The provisions Notwithstanding Section 1.1, no security interest is or will be granted pursuant hereto in any right, title or interest of Sections 10(c)(iany Grantor under or in (each of (a) through (o) collectively, the “Excluded Collateral”): (a) any leases, licenses, Instruments, Contracts, Chattel Paper, General Intangibles, Permits, governmental licenses, state or local franchises, charters or authorizations or other contracts or agreements with or issued by Persons other than the Borrower or Subsidiaries of the Borrower or an Affiliate thereof (collectively, “Excluded Agreements”) that would otherwise be included in the Collateral (and 10(c)(ii) such Excluded Agreements shall not apply tobe deemed to constitute a part of the Collateral) for so long as, and Borrower shall have no liability hereunder for, Taxes: (1) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein (aa) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (aa) or (bb), (y) sales, use, license, or property Taxes, or (z) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee (i) is incorporated or organized or maintains its principal place of business or (ii) maintains a permanent establishment in the United States, if and to the extent that that, the incomegranting of such a security interest pursuant hereto would invalidate or result in a violation, receipts breach, default or gains to which termination of such Taxes relate are effectively connected with such permanent establishmentExcluded Agreements or create a right of termination in favor of, or require the consent of, any party thereto (in each case other than by reason the Borrower or a Subsidiary Guarantor) (in each case, except to the extent any such violation, breach, default, termination, right or consent would be rendered ineffective under the UCC or other applicable law); provided, however, that a security interest in an Excluded Agreement in favor of the Secured Creditors shall attach immediately (i) at such time as Grantor’s grant of a change in law occurring after the date such Tax Indemnitee acquires an security interest in such Excluded Agreement no longer results in a violation, breach, default or termination thereof or thereunder or no longer creates such right of termination or such right has been waived or requires such consent or such consent has been obtained, (ii) to the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject extent severable, to Taxes any portion of such type Excluded Agreement that does not result in a respective violation, breach, default, termination or right or consent thereof or thereunder and (iii) to any proceeds or receivables of such Excluded Agreement that are not Excluded Collateral; or (b) Equity Interests in any CFC or FSHCO, in each case, in excess of 65% of the total outstanding Voting Equity Interests of such CFC or FSHCO, as applicable, that is directly owned by such jurisdiction but for a Borrower Connection to that jurisdictionGrantor; (2c) on, any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to, or measured by any trustee fees, commissions, or compensation received by Security Agent-use trademark application under applicable federal law; (3d) that are being contested as provided in Section 10(c)(iv); (4) imposed on any Tax Indemnitee rights or property to the extent that any valid and enforceable law or regulation applicable to such Taxes result from rights or property prohibits the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (5) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result creation of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any security interest in the Collateraltherein, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law such prohibition is unenforceable after giving effect to the date applicable provisions of such transfer the UCC or disposition)other applicable law; (7e) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result those assets located outside of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; United States and Canada (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, solely to the extent that action would be required in such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and other jurisdictions to obtain such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.security interests);

Certain Exceptions. The provisions of Sections 10(c)(i) No security interest is or will be granted pursuant hereto in (and 10(c)(ii) the terms Collateral, Pledged Collateral and Security Collateral shall not apply toinclude) the right, title and Borrower shall have no liability hereunder for, Taxesinterest of any Granting Party under or in: (1) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein (aa) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (aa) or (bb), (y) sales, use, license, or property Taxes, or (za) any Taxes imposed Instruments, Contracts, Chattel Paper, General Intangibles, Investment Property, Copyright Licenses, Patent Licenses, Trademark Licenses or other contracts or agreements with or issued by any Taxing Authority (Persons other than a Taxing Authority within whose jurisdiction such Tax Indemnitee Subsidiary of the Borrower (icollectively, "Excluded Agreements") is incorporated or organized or maintains its principal place of business or (ii) maintains a permanent establishment that would otherwise be included in the United StatesSecurity Collateral (and such Excluded Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, if and to the extent that that, the income, receipts or gains to which such Taxes relate are effectively connected with such permanent establishment, other than by reason of a change in law occurring after the date such Tax Indemnitee acquires an interest in the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes granting of such type by such jurisdiction but for a Borrower Connection to that jurisdiction; (2) onsecurity interest pursuant hereto would result in a breach, with respect to, default or measured by any trustee fees, commissions, or compensation received by Security Agent; (3) that are being contested as provided in Section 10(c)(iv); (4) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct termination of such Tax Indemnitee or any Affiliate thereof; (5) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Excluded Agreements; (9b) imposed on any Tax Indemnitee as Equipment that would otherwise be included in the Security Collateral (and such Equipment shall not be deemed to constitute a result part of the breach Security Collateral) if such Equipment is subject to a Lien permitted by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10subsection 8.3(h) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the TransactionsCredit Agreement; or (12c) any property that would otherwise be included in Security Collateral that has been sold or otherwise transferred in a Permitted Receivables Securitization or that is subject to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” Lien permitted under 406(a) of ERISA or Section 4975(c)(1subsection 8.3(p) of the Code caused Credit Agreement or constitutes the Proceeds or products of any property that has been so sold or otherwise transferred; or (d) any Blue Star Intercompany Notes, so long as such Blue Star Intercompany Notes are held by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates BSIN Subsidiary 65% of such Tax Indemnitee shall be related Tax Indemniteesthe Capital Stock of which is pledged pursuant hereto.

Certain Exceptions. The provisions No security interest is or will be granted pursuant hereto in any right, title or interest of Sections 10(c)(iany Granting Party under or in (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holding, the Borrower, a Restricted Subsidiary or an Affiliate thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and 10(c)(ii) such Restrictive Agreements shall not apply tobe deemed to constitute a part of the Security Collateral) for so long as, and Borrower shall have no liability hereunder forto the extent that, Taxes:the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (1b) imposed on any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a Tax Indemnitee by any Taxing Authority part of the Security Collateral) if such Equipment or governmental subdivision thereof other property (x) is subject to a Lien described in subsection 7.2(h) of the Credit Agreement in respect of Purchase Money Obligations or therein (aa) on, based onCapitalized Lease Obligations, or measured by gross a Lien described in subsection 7.2.(o) (with respect to such a Lien described in subsection 7.2(h)) of the Credit Agreement; and consists of Equipment or net income other property financed or gross refinanced thereby (including through any financing or net receiptsrefinancing of the acquisition, leasing, construction or improvement of any such assets) and/or any improvements, accessions, proceeds, dividends or distributions in respect of any such assets, and/or any other assets relating to any such assets (including capital gains taxesto any such acquisition, excess profits taxesleasing, minimum taxes from tax preferencesconstruction or improvement thereof) or any such improvements, alternative minimum taxesaccessions, branch profits taxesproceeds, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, dividends or measured by gross or net income or receiptsdistributions, or (bby) onis subject to a Lien described in subsection 7.2(h) of the Credit Agreement in respect of Hedging Obligations, or a Lien described in subsection 7.2.(o) (with respect to, or measured by capital or net worth or to such a Lien described in subsection 7.2(h)) of the nature Credit Agreement; and consists of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (aa) or (bb), (y) sales, use, license, or property Taxes, or (z) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee (i) is incorporated or organized or maintains its principal place of business or cash, Cash Equivalents, Investment Grade Securities and Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) maintains a permanent establishment any assets relating to such assets, proceeds, dividends or distributions or to any Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (A) any Interest Rate Agreements, Currency Agreements or Commodities Agreements or (B) any other agreements, instruments or documents related to any Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this clause (y); (c) any property that would otherwise be included in the United StatesSecurity Collateral (and such property shall not be deemed to constitute a part of the Security Collateral) if such property (x) has been sold or otherwise transferred in connection with (i) a Special Purpose Financing, (ii) a Sale and Leaseback Transaction the proceeds of which are applied pursuant to subsection 3.4 of the Credit Agreement if and to the extent that the income, receipts required thereby or gains to which such Taxes relate are effectively connected with such permanent establishment, other than by reason of a change in law occurring after the date such Tax Indemnitee acquires (iii) an interest in the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes of such type by such jurisdiction but for a Borrower Connection to that jurisdiction; (2) on, with respect toExempt Sale and Leaseback Transaction, or measured by any trustee fees, commissions, (y) constitutes the Proceeds or compensation received by Security Agent; (3) that are being contested as provided in Section 10(c)(iv); (4) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (5) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee products of any interest in the Collateralproperty that has been sold or otherwise transferred pursuant to such Special Purpose Financing, any interest arising under the Operative Agreements, Sale and Leaseback Transaction or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee Exempt Sale and Leaseback Transaction (other than (1) a substitution any payments received by such Granting Party in payment for the sale and transfer of such property in such Special Purpose Financing, Sale and Leaseback Transaction or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (yExempt Sale and Leaseback Transaction) or (z) thereofis subject to any Liens securing Indebtedness incurred in compliance with subsection 7.1(b)(ix) by or to such Tax Indemnitee or a related Tax Indemnitee (except to of the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penaltiesCredit Agreement, or additions to tax imposed on a Tax Indemnitee as a result (in whole Liens permitted under subsection 7.2(k)(iv) or in part7.2(p)(xii) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Credit Agreement; (10d) Capital Stock which is specifically excluded from the definition of Pledged Stock by virtue of the proviso contained in the nature of an intangible or similar Tax upon or with respect parenthetical to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemniteesdefinition.

Certain Exceptions. The provisions No security interest is or will be granted pursuant hereto in any right, title or interest of Sections 10(c)(i) and 10(c)(ii) shall not apply to, and Borrower shall have no liability hereunder for, Taxesany Granting Party under or in: (1) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein (aa) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (aa) or (bb), (y) sales, use, license, or property Taxes, or (za) any Taxes imposed Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses or other contracts or agreements with or issued by any Taxing Authority (Persons other than a Taxing Authority within whose jurisdiction such Tax Indemnitee Subsidiary of the Company (icollectively, "Excluded Agreements") is incorporated or organized or maintains its principal place of business or (ii) maintains a permanent establishment that would otherwise be included in the United StatesSecurity Collateral (and such Excluded Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, if and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Excluded Agreements; or (b) any Equipment that the income, receipts or gains to which such Taxes relate are effectively connected with such permanent establishment, other than by reason of a change in law occurring after the date such Tax Indemnitee acquires an interest would otherwise be included in the Commitment or Security Collateral (and such Equipment shall not be deemed to constitute a Loan Certificate.part of the Security Collateral) if such Tax Indemnitee would Equipment is subject to Permitted Liens permitted under clause (h)(ii) of the definition of "Permitted Liens" in the Investment Agreement that secure Purchase Money Obligations or Capitalized Lease Obligations not exceeding $25,000,000 at any one time outstanding; (c) any Capital Stock of Holdings I GmbH held by the Primary Borrower (so long as such Capital Stock is equal to or less than 1% of the Capital Stock of Holdings I GmbH); (d) Capital Stock of any Subsidiary listed in Schedule 8 (so long as such Capital Stock is not required to be pledged hereunder pursuant to the Investment Agreement); or (e) any property or asset of such Granting Party to the extent (and solely to the extent) that a security interest or other Lien shall not at any time have been created in respect thereof securing Bank Indebtedness or in favor of or for the benefit of any holder of Bank Indebtedness or any agent or representative thereof (including without limitation the Administrative Agent); provided that (i) any property or asset that shall at any time be or have been subject to Taxes any such security interest or other Lien shall not be excluded from the Security Collateral by operation of this clause (g), regardless of whether such type by security interest or other Lien is subsequently released, extinguished or otherwise terminated, and (ii) this clause (g) shall terminate and be of no further force or effect, and any such jurisdiction but for property or asset shall thereupon and thereafter constitute a Borrower Connection to that jurisdiction; part of the Security Collateral, from and after the occurrence of a "Termination" (2) on, with respect to, or measured by any trustee fees, commissions, or compensation received by Security Agent; (3) that are being contested as provided defined in Section 10(c)(iv); (4) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (5) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement 11 of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of DefaultIntercreditor Agreement); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.

Certain Exceptions. The provisions of Sections 10(c)(i(i) Notwithstanding any other provision set forth in this Agreement to the contrary, any Bank may at any time and 10(c)(ii) shall not apply tofrom time to time pledge as collateral for advances, and Borrower shall have no liability hereunder for, Taxes: (1) imposed on a Tax Indemnitee by any Taxing Authority assign or governmental subdivision thereof or therein (aa) on, based onendorse for discount, or measured otherwise transfer all or any portion of its rights under this Agreement and its Note, if any, to any Federal Reserve Bank pursuant to the Federal Reserve Act and related regulations of the Board of Governors of the Federal Reserve System (as such act or regulations are then or thereafter in effect or any successor act or regulations), as well as any applicable operating circular or other requirements of such Board of Governors or Federal Reserve Bank (as then or thereafter in effect). Any Federal Reserve Bank may at any time and from time to time subsequently transfer all or any portion of the rights acquired by gross such Bank pursuant to this subsection to any Person. No such pledge, assignment, endorsement or net income other transfer shall or gross have the effect of releasing the Administrative Agent, any Bank or net receiptsthe Borrower from its respective obligations or conferring any obligations on the pledgee, including capital gains taxesassignee, excess profits taxesendorsee or transferee, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in as the case may be, under this Agreement or any Note. The requirements of clause subsections (aa) or (bbb), (yc) salesand (d) shall be deemed inapplicable to pledges, useassignments, license, endorsements or property Taxes, or (z) any Taxes imposed other transfers permitted by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee (i) is incorporated or organized or maintains its principal place of business or this subsection. (ii) maintains Notwithstanding anything to the contrary contained herein, any Bank (a permanent establishment “Granting Bank”) may grant to a special purpose funding vehicle (an “SPC”) of such Granting Bank, identified as such in writing from time to time by the United StatesGranting Bank to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Bank would otherwise be obligated to make to the Borrower pursuant to this Agreement, provided that (a) nothing herein shall constitute a commitment to make any Loan by any SPC and (b) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan or fund any other obligation required to be funded by it hereunder, the Granting Bank shall be obligated to make such Loan or fund such obligation pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall satisfy the obligation of the Granting Bank to make Loans to the same extent, and as if, such Loan were made by the Granting Banks. Each party hereto hereby agrees that no SPC shall be liable for any payment under this Agreement for which a Bank would otherwise be liable, for so long as, and to the extent extent, the related Granting Bank makes such payment. In furtherance of the foregoing, each party hereto hereby agrees that, prior to the date that the income, receipts or gains to which such Taxes relate are effectively connected with such permanent establishment, other than by reason of a change in law occurring is one year and one day after the date payment in full of all outstanding senior indebtedness of any SPC, it will not institute against or join any other person in instituting against, such Tax Indemnitee acquires an interest SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings, under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 11.4 any SPC may (A) with notice to, but without the Commitment prior written consent of, the Borrower or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes its Granting Bank or to any financial institutions providing liquidity and/or credit facilities to or for the account of such type SPC to fund the Loans made by such jurisdiction but for a Borrower Connection to that jurisdiction; (2) on, with respect to, or measured by any trustee fees, commissions, or compensation received by Security Agent; (3) that are being contested as provided in Section 10(c)(iv); (4) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (5) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by SPC or to such Tax Indemnitee or a related Tax Indemnitee (except to support the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations securities (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach issued by such Tax Indemnitee or a related Tax Indemnitee of any covenant of SPC to fund such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; Loans and (10B) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed disclose on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of confidential basis any non-exempt “prohibited transaction” under 406(a) public information relating to its Loans to any rating agency, commercial paper dealer or provider of ERISA a surety, guarantee or Section 4975(c)(1) of the Code caused by credit or liquidity enhancement to such IndemniteeSPC. For purposes hereof, a Tax Indemnitee and Notwithstanding any other Tax Indemnitees who are successorsprovisions of this Agreement, assigns, agents, the Borrower agrees that it will not use the proceeds of any Loan made by a Bank which is funded through an SPC to be used to purchase or Affiliates carry Margin Stock if such Bank (i) notifies the Borrower that its Loan will be funded through an SPC and (ii) requests the Borrower prior to the Effective Date not to use the proceeds of its Loan for such Tax Indemnitee shall be related Tax Indemniteespurpose.

Certain Exceptions. The provisions No security interest is or will be granted pursuant hereto in any right, title or interest of Sections 10(c)(iany Granting Party under or in (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holding, Parent Borrower, a Restricted Subsidiary or an Affiliate thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and 10(c)(ii) such Restrictive Agreements shall not apply tobe deemed to constitute a part of the Security Collateral) for so long as, and Borrower shall have no liability hereunder forto the extent that, Taxes:the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (1b) imposed on any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a Tax Indemnitee by any Taxing Authority part of the Security Collateral) if such Equipment or governmental subdivision thereof other property (x) is subject to a Lien described in subsection 7.2(h) of the Revolving Credit Agreement in respect of Purchase Money Obligations or therein Capitalized Lease Obligations or a Lien described in subsection 7.2(o) (aawith respect to such a Lien described in subsection 7.2(h) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxesof the Revolving Credit Agreement, and consists of Equipment or other property financed or refinanced thereby (including through any withholding taxes onfinancing or refinancing of the acquisition, based onleasing, construction or measured by gross improvement of any such assets) and/or any improvements, accessions, proceeds, dividends or net income distributions in respect of any such assets, and/or any other assets relating to any such assets (including to any such acquisition, leasing, construction or receiptsimprovement thereof) or any such improvements, accessions, proceeds, dividends or distributions, or (bby) onis subject to a Lien described in subsection 7.2(h) of the Revolving Credit Agreement in respect of Hedging Obligations, or a Lien described in subsection 7.2(o) (with respect toto such a Lien described in subsection 7.2(h) of the Revolving Credit Agreement, or measured by capital or net worth or in the nature and consists of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (aa) or (bb), (y) sales, use, license, or property Taxes, or (z) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee (i) is incorporated or organized or maintains its principal place of business or cash, Cash Equivalents, Investment Grade Securities and Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) maintains a permanent establishment any assets relating to such assets, proceeds, dividends or distributions or to any Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (A) any Interest Rate Agreements, Currency Agreements or Commodities Agreements or (B) any other agreements, instruments or documents related to any Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this clause (y); (c) any property that would otherwise be included in the United StatesSecurity Collateral (and such property shall not be deemed to constitute a part of the Security Collateral) if such property (x) has been sold or otherwise transferred in connection with (i) a Special Purpose Financing, (ii) a Sale and Leaseback Transaction the proceeds of which are applied pursuant to subsection 3.4 of the Revolving Credit Agreement if and to the extent that the income, receipts required thereby or gains to which such Taxes relate are effectively connected with such permanent establishment, other than by reason of a change in law occurring after the date such Tax Indemnitee acquires (iii) an interest in the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes of such type by such jurisdiction but for a Borrower Connection to that jurisdiction; (2) on, with respect toExempt Sale and Leaseback Transaction, or measured by any trustee fees, commissions, (y) constitutes the Proceeds or compensation received by Security Agent; (3) that are being contested as provided in Section 10(c)(iv); (4) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (5) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee products of any interest in the Collateralproperty that has been sold or otherwise transferred pursuant to such Special Purpose Financing, any interest arising under the Operative Agreements, Sale and Leaseback Transaction or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee Exempt Sale and Leaseback Transaction (other than (1) a substitution any payments received by such Granting Party in payment for the sale and transfer of such property in such Special Purpose Financing, Sale and Leaseback Transaction or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (yExempt Sale and Leaseback Transaction) or (z) thereofis subject to any Liens securing Indebtedness incurred in compliance with subsection 7.1(b)(ix) by or to such Tax Indemnitee or a related Tax Indemnitee (except to of the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penaltiesRevolving Credit Agreement, or additions to tax imposed on a Tax Indemnitee as a result (in whole Liens permitted under subsection 7.2(k)(iv) or in part7.2(p)(xii) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Revolving Credit Agreement; (10d) Capital Stock which is specifically excluded from the definition of “Pledged Stock” by virtue of the proviso contained in the nature of an intangible or similar Tax upon or with respect parenthetical to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemniteesdefinition.

Certain Exceptions. The provisions No security interest is or will be granted pursuant hereto in any right, title or interest of Sections 10(c)(iany Granting Party under or in (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses (and 10(c)(iiany Foreign Intellectual Property equivalent of any of the foregoing) or other contracts or agreements with or issued by Persons other than the Borrower, a Restricted Subsidiary or an Affiliate thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not apply tobe deemed to constitute a part of the Security Collateral) for so long as, and Borrower shall have no liability hereunder for, Taxes: (1) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein (aa) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (aa) or (bb), (y) sales, use, license, or property Taxes, or (z) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee (i) is incorporated or organized or maintains its principal place of business or (ii) maintains a permanent establishment in the United States, if and to the extent that that, the income, receipts or gains to which such Taxes relate are effectively connected with such permanent establishment, other than by reason of a change in law occurring after the date such Tax Indemnitee acquires an interest in the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes granting of such type by a security interest pursuant hereto would result in a breach, default or termination of such jurisdiction but for Restrictive Agreements (in each case, except to the extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a Borrower Connection to that jurisdiction; (2) onbreach, with respect to, default or measured by any trustee fees, commissions, or compensation received by Security Agent; (3) that are being contested as provided in Section 10(c)(ivtermination of such Restrictive Agreements); (4b) imposed on any Tax Indemnitee Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the extent that Security Collateral) if such Taxes result from Equipment or other property (x) is subject to a Lien described in subsection 7.2(h) of the gross negligence Credit Agreement in respect of Purchase Money Obligations or willful misconduct of such Tax Indemnitee Capitalized Lease Obligations, or any Affiliate thereof; a Lien described in subsection 7.2(o) (5) imposed on or with respect to such a Tax Indemnitee Lien described in subsection 7.2(h)) of the Credit Agreement, and consists of Equipment or other property financed or refinanced thereby (including through any financing or refinancing of the transferee acquisition, leasing, construction or improvement of any such assets) and/or any improvements, accessions, proceeds, dividends or distributions in those cases in which the Tax on transfer is imposed onrespect of any such assets, or is collected from, the transferee) as a result of a transfer or and/or any other disposition assets relating to any such assets (including a deemed transfer to any such acquisition, leasing, construction or dispositionimprovement thereof) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificatesuch improvements, accessions, proceeds, dividends or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or dispositiondistributions, or (2y) is subject to a transfer pursuant Lien described in subsection 7.2(h) of the Credit Agreement in respect of Hedging Obligations, or a Lien described in subsection 7.2(o) (with respect to an exercise such a Lien described in subsection 7.2(h)) of remedies upon a then-existing Event the Credit Agreement, and consists of Default(i) cash, Cash Equivalents, Investment Grade Securities and Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions or to any Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (A) any Interest Rate Agreements, Currency Agreements or Commodities Agreements or (B) any other agreements, instruments or documents related to any Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this clause (y); (6c) in excess of those any property that would have been imposed had there otherwise be included in the Security Collateral (and such property shall not been be deemed to constitute a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result part of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10Security Collateral) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.property

Certain Exceptions. The provisions No security interest is or will be granted pursuant hereto in any right, title or interest of Sections 10(c)(iany Granting Party under or in (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than the Borrower, a Restricted Subsidiary of the Borrower or an Affiliate thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and 10(c)(ii) such Restrictive Agreements shall not apply tobe deemed to constitute a part of the Security Collateral) for so long as, and Borrower shall have no liability hereunder forto the extent that, Taxes:the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (1b) imposed on any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a Tax Indemnitee by any Taxing Authority part of the Security Collateral) if such Equipment or governmental subdivision thereof other property is subject to a Lien described in (x) clause (j) or therein clause (aad) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or to a Lien described in clause (j)) of the definition of “Permitted Liens” in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (aa) or (bb)ABL Credit Agreement, (y) sales, use, license, subsection 7.2(h) or property Taxes, 7.2(o) (with respect to a Lien described in subsection 7.2(h)) of the 2007 Term Credit Agreement or (z) subsection 7.2(h) or 7.2(o) (with respect to a Lien described in subsection 7.2(h)) of the Credit Agreement; (c) any Taxes imposed by any Taxing Authority property that would otherwise be included in the Security Collateral (other than and such property shall not be deemed to constitute a Taxing Authority within whose jurisdiction part of the Security Collateral) if such Tax Indemnitee property (x) has been sold or otherwise transferred in connection with (i) is incorporated or organized or maintains its principal place of business or a Special Purpose Financing, (ii) maintains a permanent establishment in Sale and Leaseback Transaction the United States, proceeds of which are applied pursuant to subsection 3.4(b) of the Credit Agreement if and to the extent required thereby or (iii) an Exempt Sale and Leaseback Transaction, (y) constitutes the Proceeds or products of any property that the incomehas been sold or otherwise transferred pursuant to such Special Purpose Financing, receipts Sale and Leaseback Transaction or gains to which such Taxes relate are effectively connected with such permanent establishment, Exempt Sale and Leaseback Transaction (other than any payments received by reason such Granting Party in payment for the sale and transfer of a change such property in law occurring after the date such Tax Indemnitee acquires an interest in the Commitment Special Purpose Financing, Sale and Leaseback Transaction or a Loan Certificate.Exempt Sale and Leaseback Transaction) if such Tax Indemnitee would not have been or (z) is subject to Taxes any Liens securing Indebtedness incurred in compliance with subsection 7.1(b)(ix) of such type by such jurisdiction but for a Borrower Connection to that jurisdictionthe Credit Agreement, or Liens permitted under subsection 7.2(k)(v) or 7.2(p)(xii) of the Credit Agreement; (2d) on, with respect to, or measured Capital Stock which is specifically excluded from the definition of Pledged Stock by any trustee fees, commissions, or compensation received by Security Agentvirtue of the proviso contained in the parenthetical to such definition; (3e) that are being contested as provided in Section 10(c)(iv)any of the (i) ABS Collateral, (ii) CMBS Loan Collateral, and (iii) ABL Accounts Collateral; (4f) imposed on Foreign Intellectual Property; (g) Vehicles which are not Eligible Transportation Equipment; (h) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, applicable law or regulation or the organizational documents of any Tax Indemnitee non-wholly owned Subsidiary (including permitted liens, leases and licenses), or to the extent that such Taxes security interests would result from in adverse tax or accounting consequences as reasonably determined by the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (5) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12i) those assets as to which the parties shall reasonably determine that the costs of obtaining such a security interest are excessive in relation to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) value of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall security interest to be related Tax Indemniteesafforded thereby.

Certain Exceptions. The No security interest is or will be granted pursuant to this Agreement or any other Security Document in any right, title or interest of any Granting Party under or in, and “Collateral” and “Pledged Collateral” shall not include the following (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holding, a Subsidiary of Holding or the Parent Borrower or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code (including applicable anti-assignment provisions) and other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in subsection 8.2(h) of the Credit Agreement (with respect to Purchase Money Obligations or Capitalized Lease Obligations) or 8.2(o) of the Credit Agreement (with respect to such Liens described in such subsection 8.2(h) of the Credit Agreement (but in each case only for so long as such Liens are in place); or (y) is subject to any Lien in respect of Hedging Obligations (as defined in the Credit Agreement, but excluding any Hedging Obligations secured under (A) any Security Document or (B) any Term Loan Priority Collateral Document (as defined in the ABL/Term Loan Intercreditor Agreement)) permitted by subsection 8.2 of the Credit Agreement (but only for so long as such Liens are in place), and such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, together with proceeds, dividends or distributions thereof, or to such Hedging Obligations (as defined in the Credit Agreement), and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations (as defined in the Credit Agreement) or (2) any other agreements, instruments or documents related to any such Hedging Obligations (as defined in the Credit Agreement) or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (y); (c) any property (and/or related rights and/or assets) (A) that would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property (x) has been sold or otherwise transferred in connection with (i) a Special Purpose Financing in accordance with the Credit Agreement, (ii) a Sale and Leaseback Transaction the proceeds of which are applied pursuant to terms of the First Lien Credit Agreement, the Second Lien Credit Agreement or any Additional Term Credit Facility or (iii) an Exempt Sale and Leaseback Transaction, or (y) constitutes the Proceeds or products of any property that has been sold or otherwise transferred pursuant to such Special Purpose Financing, Sale and Leaseback Transaction or Exempt Sale and Leaseback Transaction (other than any payments received by such Granting Party in payment for the sale and transfer of such property in such Special Purpose Financing, Sale and Leaseback Transaction or Exempt Sale and Leaseback Transaction) or (B) is subject to any Liens securing Indebtedness incurred in compliance with subsection 8.1(b)(ix) of the Credit Agreement, or Liens permitted under subsection 8.2(m)(vii) or 8.2(p)(xii) of the Credit Agreement; (d) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (e) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (f) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $10,000,000 individually; (g) any Vehicles and any assets subject to certificate of title; (h) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (i) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holding or any of its Subsidiaries as reasonably determined in writing by the Parent Borrower and the Administrative Agent, that are excessive in view of the benefits that would be obtained by the Secured Parties; (j) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses), including contracts over which the granting of security interests therein would result in termination thereof (in each case, after giving effect to the applicable anti-assignment provisions of Sections 10(c)(ithe Code and other applicable law, other than proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the Code and/or other applicable law notwithstanding such prohibitions), or to the extent that such security interests would result in material adverse tax consequences to Holding, any Borrower or any one or more of such Borrower’s Subsidiaries as reasonably determined in writing by the Parent Borrower and notified in writing to the Collateral Agent (it being understood that the Lenders shall not require any Borrower or any of such Borrower’s Subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); (k) the Acquisition Agreement and 10(c)(iiany rights therein or arising thereunder (it being understood that this clause (k) shall not apply to, and Borrower shall have no liability hereunder for, Taxes:to any proceeds of the Acquisition Agreement); (1i) imposed on any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts but excluding the Collateral Proceeds Account, DDAs, Concentration Accounts, the Core Concentration Account and Blocked Accounts (in each case only to the extent a Tax Indemnitee control agreement is required pursuant to Subsection 4.16 of the Credit Agreement)) to the extent the security interest in such asset is not automatically perfected by filings under the Uniform Commercial Code of any Taxing Authority or governmental subdivision thereof or therein (aa) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other thanapplicable jurisdiction or, in the case of clause (aa) or (bb)Pledged Stock, (y) salesby being held by the Collateral Agent, use, licensethe Administrative Agent, or property Taxes, or (z) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee (i) is incorporated or organized or maintains its principal place of business or Collateral Representative and (ii) maintains Excluded Accounts; (m) Foreign Intellectual Property; (n) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a permanent establishment in part thereof; (o) any Capital Stock and other securities of a Subsidiary of the United States, if and Parent Borrower to the extent that the incomepledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of any holders of securities results in the Parent Borrower or any of its Restricted Subsidiaries being required to file separate financial statements for such Subsidiary with the Securities and Exchange Commission (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, receipts or gains any other law, rule or regulation as in effect from time to which time, but only to the extent necessary to not be subject to such Taxes relate are effectively connected with such permanent establishmentrequirement; (p) any assets or property of Holding, other than the Pledged Stock of the Parent Borrower; and (q) any Goods in which a security interest is not perfected by reason of filing a change in law occurring after the date such Tax Indemnitee acquires an interest financing statement in the Commitment or a Loan Certificateapplicable Grantor’s jurisdiction of organization.) if such Tax Indemnitee would not have been subject to Taxes of such type by such jurisdiction but for a Borrower Connection to that jurisdiction; (2) on, with respect to, or measured by any trustee fees, commissions, or compensation received by Security Agent; (3) that are being contested as provided in Section 10(c)(iv); (4) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (5) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.

Certain Exceptions. The provisions No security interest is or will be granted pursuant to this Agreement or any other Security Document in any right, title or interest of Sections 10(c)(iany Granting Party under or in, and “Collateral” and “Pledged Collateral” shall not include the following (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holding, a Subsidiary of Holding or the Borrower or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and 10(c)(iisuch Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code and other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in subsection 7.2(h) of the Credit Agreement (with respect to Purchase Money Obligations or Capitalized Lease Obligations) or 7.2(o) of the Credit Agreement (with respect to such Liens described in such subsection 7.2(h) of the Credit Agreement (or any corresponding provision of the Second Lien Credit Agreement, ABL Credit Agreement or any Additional Credit Facility, provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent)) (but in each case only for so long as such Liens are in place); or (y) is subject to any Lien in respect of Hedging Obligations (as defined in the Credit Agreement, but excluding any Hedging Obligations secured under (A) any Security Document, (B) any ABL Collateral Document (as defined in the ABL/Term Loan Intercreditor Agreement) or (C) any Additional Collateral Document (as defined in the Base Intercreditor Agreement)) permitted by subsection 7.2 of the Credit Agreement (or any corresponding provision of the Second Lien Credit Agreement, the ABL Credit Agreement or any Additional Credit Facility, provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent)) (but only for so long as such Liens are in place), and such Equipment or other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations (as defined in the Credit Agreement), and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any such Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (y); (c) any property (and/or related rights and/or assets) (A) that would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not apply to, and Borrower shall have no liability hereunder for, Taxes: be deemed to constitute a part of the Security Collateral) if such property (1x) imposed on a Tax Indemnitee by any Taxing Authority has been sold or governmental subdivision thereof or therein (aa) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or otherwise transferred in connection with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (aa) or (bb), (y) sales, use, license, or property Taxes, or (z) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee (i) is incorporated or organized or maintains its principal place of business or a Special Purpose Financing, (ii) maintains a permanent establishment Sale and Leaseback Transaction the proceeds of which are applied pursuant to subsection 3.4 of the Credit Agreement (or any corresponding provision of the Second Lien Credit Agreement, the ABL Credit Agreement or any Additional Credit Facility; provided that such provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the United States, Credit Agreement (as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent)) if and to the extent required thereby or (iii) an Exempt Sale and Leaseback Transaction, or (y) constitutes the Proceeds or products of any property that the incomehas been sold or otherwise transferred pursuant to such Special Purpose Financing, receipts Sale and Leaseback Transaction or gains to which such Taxes relate are effectively connected with such permanent establishment, Exempt Sale and Leaseback Transaction (other than any payments received by reason such Granting Party in payment for the sale and transfer of a change such property in law occurring after such Special Purpose Financing, Sale and Leaseback Transaction or Exempt Sale and Leaseback Transaction) or (B) is subject to any Liens securing Indebtedness incurred in compliance with subsection 7.1(b)(ix) of the date Credit Agreement, or Liens permitted under subsection 7.2(m)(vii) or 7.2(p)(xii) of the Credit Agreement (or in each case any corresponding provision of the Second Lien Credit Agreement, the ABL Credit Agreement or any Additional Credit Facility; provided that such Tax Indemnitee acquires an interest provision in any Additional Credit Facility is not materially less favorable to the Lenders than the corresponding provision in the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject Credit Agreement (as reasonably determined in writing by the Borrower and notified in writing to Taxes of such type by such jurisdiction but for a Borrower Connection to that jurisdiction; (2) on, with respect to, or measured by any trustee fees, commissions, or compensation received by Security the Collateral Agent; (3) that are being contested as provided in Section 10(c)(iv); (4d) imposed on Capital Stock (including for these purposes any Tax Indemnitee investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock; (e) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (f) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $10,000,000 individually; (g) any Vehicles and any assets subject to certificate of title; (h) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000; (i) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to Holding or any of its Subsidiaries as reasonably determined in writing by the Borrower and the Administrative Agent and to the extent such assets would otherwise constitute Term Priority Collateral, the Collateral Agent, that are excessive in view of the benefits that would be obtained by the Secured Parties; (j) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses), including contracts over which the granting of security interests therein would result in termination thereof (in each case, after giving effect to the applicable anti-assignment provisions of the Code and other applicable law, other than proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the Code and/or other applicable law notwithstanding such prohibitions), or to the extent that such Taxes security interests would result from in material adverse tax consequences to Holding, the gross negligence or willful misconduct of such Tax Indemnitee Borrower or any Affiliate thereof; one or more of its Subsidiaries as reasonably determined in writing by the Borrower and notified in writing to the Collateral Agent (5) imposed on or with respect to a Tax Indemnitee (including it being understood that the transferee in those cases in which Lenders shall not require the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, Borrower or any Loan Certificate, of its Subsidiaries to enter into any security agreements or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral pledge agreements governed by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Defaultforeign law); (6k) in excess of those the Acquisition Agreement and any rights therein or arising thereunder (it being understood that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than this clause (x), (yk) or (z) thereof) by or shall not apply to such Tax Indemnitee or a related Tax Indemnitee (except to any proceeds of the extent resulting from a change in Law after the date of such transfer or dispositionAcquisition Agreement); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.

Certain Exceptions. The provisions No security interest is or will be granted pursuant to this Agreement or any other Security Document in any right, title or interest of Sections 10(c)(iany Granting Party under or in, and “Collateral” and “Pledged Collateral” shall not include the following (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holdings, a Subsidiary of Holdings or the Parent Borrower or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute part of the Security Collateral for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements, in each case, except to the extent that, pursuant to the Code (including applicable anti-assignment provisions) and 10(c)(iiother applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in subsection 8.2(h) of the Credit Agreement (with respect to Purchase Money Obligations or Capitalized Lease Obligations) or 8.2(o) of the Credit Agreement (with respect to such Liens described in such subsection 8.2(h) of the Credit Agreement) (but in each case only for so long as such Liens are in place); or (y) is subject to any Lien in respect of Hedging Obligations (as defined in the Credit Agreement, but excluding any Hedging Obligations secured under (A) any Security Document or (B) any Term Loan Priority Collateral Document) permitted by subsection 8.2(h) of the Credit Agreement (but only for so long as such Liens are in place), and such property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) assets relating to such proceeds, dividends or distributions, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) such Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (y); (c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not apply tobe deemed to constitute a part of the Security Collateral) if such property (x) has been sold or otherwise transferred in connection with (i) a Special Purpose Financing in accordance with the Credit Agreement, (ii) a Sale and Borrower shall have no liability hereunder for, Taxes: (1) imposed on a Tax Indemnitee by Leaseback Transaction the proceeds of which are applied pursuant to terms of any Taxing Authority or governmental subdivision thereof or therein (aa) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receiptsTerm Credit Agreement, or (bbiii) onan Exempt Sale and Leaseback Transaction, or (y) constitutes the Proceeds or products of any property that has been sold or otherwise transferred pursuant to such Special Purpose Financing, Sale and Leaseback Transaction or Exempt Sale and Leaseback Transaction (other than any payments received by such Granting Party in payment for the sale and transfer of such property in such Special Purpose Financing, Sale and Leaseback Transaction or Exempt Sale and Leaseback Transaction) or (B) is subject to any Liens securing Indebtedness incurred in compliance with respect tosubsection 8.1(b)(ix) of the Credit Agreement, or measured by capital Liens permitted under subsection 8.2(m)(v) or net worth or 8.2(p)(xii) of the Credit Agreement; (d) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the nature proviso to the definition of Pledged Stock; (e) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); (f) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $10,000,000 individually; (g) any Vehicles and any assets subject to certificate of title; (h) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $5,000,000; (i) assets to the extent the granting or perfecting of a franchise tax security interest in such assets would result in costs or other adverse consequences to Holdings or any of its Subsidiaries as reasonably determined in writing by the Parent Borrower and the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured Parties; (j) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses), including contracts over which the granting of security interests therein would give rise to the right to terminate by the other party to such contract (other than if such other party is Holdings or any Subsidiary of Holdings and no Person other than Holdings or a Subsidiary of Holdings has the right to terminate such contract) (in each case, after giving effect to the applicable anti-assignment provisions of the Code and other applicable law, other than proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the Code and/or other applicable law notwithstanding such prohibitions), or to the extent that such security interests would result in material adverse tax consequences to Holdings, any Borrower or any one or more of Holdings’ or such Borrower’s Subsidiaries as reasonably determined in writing by the Parent Borrower and notified in writing to the Collateral Agent (it being understood that the Lenders shall not require any Borrower or any of such Borrower’s Subsidiaries to enter into any security agreements or pledge agreements governed by foreign law; provided, for the privilege avoidance of doing business doubt, that the foregoing shall not limit the obligation of Holdings to enter into the New Zealand Security Deeds or other security documents under the laws of its jurisdiction of organization); (i) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other thanbank or securities accounts but excluding the Collateral Proceeds Account, DDAs, Concentration Accounts, the Core Concentration Account and Blocked Accounts (in each case only to the extent a control agreement is required pursuant to subsection 4.16 of the Credit Agreement)) to the extent the security interest in such asset is not automatically perfected by filings under the Uniform Commercial Code of any applicable jurisdiction or, in the case of clause (aa) or (bb)Pledged Stock, (y) sales, use, license, or property Taxes, or (z) any Taxes imposed by being held by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee (i) is incorporated or organized or maintains its principal place of business or Agent and (ii) maintains a permanent establishment Excluded Accounts; (l) other than in the United States, if and case of Holdings (so long as a security interest therein can be obtained solely pursuant to the extent that New Zealand Security Deeds and the incomefiling of one or more financing statements pursuant to the Personal Property Securities ▇▇▇ ▇▇▇▇ of New Zealand), receipts Foreign Intellectual Property; (m) any aircraft, airframes, aircraft engines, helicopters, vessels or gains to which such Taxes relate are effectively connected with such permanent establishmentrolling stock or any Equipment or other assets constituting a part thereof; and (n) other than under the New Zealand Security Deeds, any assets or property of Holdings, other than by reason Pledged Collateral of a change in law occurring after Holdings. Notwithstanding the date such Tax Indemnitee acquires an interest foregoing or the definition of Pledged Stock, in the Commitment event that the holders of any Additional Indebtedness (or an agent or representative on their behalf) shall be granted a Loan Certificate.) if such Tax Indemnitee would not have been subject Lien in any asset or property described in this subsection 3.3 to Taxes secure the obligations in respect of such type by Additional Indebtedness, such jurisdiction but for a Borrower Connection asset or property shall cease to that jurisdiction; (2) on, with respect to, be an Excluded Asset and shall constitute Collateral or measured by any trustee fees, commissions, or compensation received by Security Agent; (3) that are being contested as provided in Section 10(c)(iv); (4) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (5) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Pledged Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemniteesappropriate.

Certain Exceptions. The provisions of Sections 10(c)(i(i) Notwithstanding any other provision set forth in this Agreement to the contrary, any Bank may at any time and 10(c)(ii) shall not apply tofrom time to time pledge as collateral for advances, and Borrower shall have no liability hereunder for, Taxes: (1) imposed on a Tax Indemnitee by any Taxing Authority assign or governmental subdivision thereof or therein (aa) on, based onendorse for discount, or measured otherwise transfer all or any portion of its rights under this Agreement and its Note, if any, to any Federal Reserve Bank pursuant to the Federal Reserve Act and related regulations of the Board of Governors of the Federal Reserve System (as such act or regulations are then or thereafter in effect or any successor act or regulations), as well as any applicable operating circular or other requirements of such Board of Governors or Federal Reserve Bank (as then or thereafter in effect). Any Federal Reserve Bank may at any time and from time to time subsequently transfer all or any portion of the rights acquired by gross such Bank pursuant to this subsection to any Person. No such pledge, assignment, endorsement or net income other transfer shall or gross have the effect of releasing the Administrative Agent, any Bank or net receiptsthe Borrower from its respective obligations or conferring any obligations on the pledgee, including capital gains taxesassignee, excess profits taxesendorsee or transferee, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in as the case may be, under this Agreement or any Note. The requirements of clause subsections (aa) or (bbb), (yc) salesand (d) shall be deemed inapplicable to pledges, useassignments, license, endorsements or property Taxes, or (z) any Taxes imposed other transfers permitted by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee (i) is incorporated or organized or maintains its principal place of business or this subsection. (ii) maintains Notwithstanding anything to the contrary contained herein, any Bank (a permanent establishment "Granting Bank") may grant to a special purpose funding vehicle (an "SPC") of such Granting Bank, identified as such in writing from time to time by the United StatesGranting Bank to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Bank would otherwise be obligated to make to the Borrower pursuant to this Agreement, provided that (a) nothing herein shall constitute a commitment to make any Loan by any SPC and (b) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan or fund any other obligation required to be funded by it hereunder, the Granting Bank shall be obligated to make such Loan or fund such obligation pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall satisfy the obligation of the Granting Bank to make Loans to the same extent, and as if, such Loan were made by the Granting Banks. Each party hereto hereby agrees that no SPC shall be liable for any payment under this Agreement for which a Bank would otherwise be liable, for so long as, and to the extent extent, the related Granting Bank makes such payment. In furtherance of the foregoing, each party hereto hereby agrees that, prior to the date that the income, receipts or gains to which such Taxes relate are effectively connected with such permanent establishment, other than by reason of a change in law occurring is one year and one day after the date payment in full of all outstanding senior indebtedness of any SPC, it will not institute against or join any other person in instituting against, such Tax Indemnitee acquires an interest SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings, under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 11.4 any SPC may (A) with notice to , but without the Commitment prior written consent of, the Borrower or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes its Granting Bank or to any financial institutions providing liquidity and/or credit facilities to or for the account of such type SPC to fund the Loans made by such jurisdiction but for a Borrower Connection to that jurisdiction; (2) on, with respect to, or measured by any trustee fees, commissions, or compensation received by Security Agent; (3) that are being contested as provided in Section 10(c)(iv); (4) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (5) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by SPC or to such Tax Indemnitee or a related Tax Indemnitee (except to support the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations securities (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach issued by such Tax Indemnitee or a related Tax Indemnitee of any covenant of SPC to fund such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; Loans and (10B) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed disclose on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of confidential basis any non-exempt “prohibited transaction” under 406(a) public information relating to its Loans to any rating agency, commercial paper dealer or provider of ERISA a surety, guarantee or Section 4975(c)(1) of the Code caused by credit or liquidity enhancement to such IndemniteeSPC. For purposes hereof, a Tax Indemnitee and Notwithstanding any other Tax Indemnitees who are successorsprovisions of this Agreement, assigns, agents, the Borrower agrees that it will not use the proceeds of any Loan made by a Bank which is funded through an SPC to be used to purchase or Affiliates carry Margin Stock if such Bank (i) notifies the Borrower that its Loan will be funded through an SPC and (ii) requests the Borrower prior to the Effective Date not to use the proceeds of its Loan for such Tax Indemnitee shall be related Tax Indemniteespurpose.

Certain Exceptions. The provisions No security interest is or will be granted pursuant hereto in any right, title or interest of Sections 10(c)(iany Grantor under or in (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than the Issuer, a Restricted Subsidiary of the Issuer or an Affiliate thereof (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and 10(c)(ii) such Restrictive Agreements shall not apply tobe deemed to constitute a part of the Security Collateral) for so long as, and Borrower shall have no liability hereunder forto the extent that, Taxes:the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (1b) imposed on any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a Tax Indemnitee by any Taxing Authority part of the Security Collateral) if such Equipment or governmental subdivision thereof other property is subject to a Lien described in (x) clause (j) or therein clause (aad) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or to a Lien described in clause (j)) of the definition of “Permitted Liens” in the nature of ABL Credit Agreement (as in effect on the Issue Date and as amended, supplemented or otherwise modified from time to time thereafter in a franchise tax or a tax for manner not adverse to the privilege of doing business (other than, Holders in the case of clause (aaany material respect) or (bby) subsection 7.2(h) or 7.2(o) (with respect to a Lien described in subsection 7.2(h)) of the Term Credit Agreement (as in effect on the Issue Date and as amended, supplemented or otherwise modified from time to time thereafter in a manner not adverse to the Holders in any material respect); (c) any property that would otherwise be included in the Security Collateral (and such property shall not be deemed to constitute a part of the Security Collateral) if such property (x) has been sold or otherwise transferred in connection with (i) a Special Purpose Financing or (ii) an Exempt Sale and Leaseback Transaction, (y) sales, use, license, constitutes the Proceeds or products of any property Taxes, that has been sold or otherwise transferred pursuant to such Special Purpose Financing or Exempt Sale and Leaseback Transaction (other than any payments received by such Grantor in payment for the sale and transfer of such property in such Special Purpose Financing or Exempt Sale and Leaseback Transaction) or (z) is subject to any Taxes imposed by any Taxing Authority Liens securing Indebtedness incurred in compliance with subsection 7.1(b)(ix) of the Term Credit Agreement (other than as in effect on the Issue Date and as amended, supplemented or otherwise modified from time to time thereafter in a Taxing Authority within whose jurisdiction such Tax Indemnitee (i) is incorporated or organized or maintains its principal place of business or (ii) maintains a permanent establishment in the United States, if and manner not adverse to the extent that the income, receipts or gains to which such Taxes relate are effectively connected with such permanent establishment, other than by reason of a change Holders in law occurring after the date such Tax Indemnitee acquires an interest in the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes of such type by such jurisdiction but for a Borrower Connection to that jurisdiction; (2) on, with respect toany material respect), or measured by Liens permitted under subsection 7.2(k)(v) or 7.2(p)(xii) of the Term Credit Agreement (as in effect on the Issue Date and as amended, supplemented or otherwise modified from time to time thereafter in a manner not adverse to the Holders in any trustee fees, commissions, or compensation received by Security Agent; (3) that are being contested as provided in Section 10(c)(ivmaterial respect); (4d) imposed on Capital Stock which is specifically excluded from the definition of Pledged Stock by virtue of the proviso contained in the parenthetical to such definition; (e) any Tax Indemnitee of the (i) ABS Collateral, (ii) CMBS Loan Collateral and (iii) and ABL Accounts Collateral; (f) Foreign Intellectual Property; (g) Vehicles which are not Eligible Transportation Equipment; (h) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Term Credit Agreement, applicable law or regulation or the organizational documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses), or to the extent that such Taxes security interests would result from in adverse tax or accounting consequences as reasonably determined by the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (5) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the TransactionsIssuer; or (12i) those assets as to which the Issuer, in writing delivered to the Collateral Agent, shall reasonably determine that the costs of obtaining such a security interest are excessive in relation to the value of the security interest to be afforded thereby; provided that such assets are not subject (or purported to be subject) to a Lien securing any ABL Obligations, Term Obligations or Additional Obligations. Real property owned by the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax IndemniteesGrantors will not constitute Collateral.

Certain Exceptions. The provisions No security interest is or will be granted pursuant hereto in any right, title or interest of Sections 10(c)(iany Granting Party under or in (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than the Borrower, a Restricted Subsidiary of the Borrower or an Affiliate thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and 10(c)(ii) such Restrictive Agreements shall not apply tobe deemed to constitute a part of the Security Collateral) for so long as, and Borrower shall have no liability hereunder forto the extent that, Taxes:the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); (1b) imposed on any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a Tax Indemnitee by any Taxing Authority part of the Security Collateral) if such Equipment or governmental subdivision thereof other property is subject to a Lien described in (x) clause (j) or therein clause (aad) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or to a Lien described in clause (j)) of the definition of “Permitted Liens” in the nature of a franchise tax ABL Credit Agreement or a tax for the privilege of doing business (other than, in the case of clause (aa) or (bb), (y) sales, use, license, subsection 7.2(h) or property Taxes, or 7.2(o) (zwith respect to a Lien described in subsection 7.2(h)) of the Credit Agreement; (c) any Taxes imposed by any Taxing Authority property that would otherwise be included in the Security Collateral (other than and such property shall not be deemed to constitute a Taxing Authority within whose jurisdiction part of the Security Collateral) if such Tax Indemnitee property (x) has been sold or otherwise transferred in connection with (i) is incorporated or organized or maintains its principal place of business or a Special Purpose Financing, (ii) maintains a permanent establishment in Sale and Leaseback Transaction the United States, proceeds of which are applied pursuant to subsection 3.4(b) of the Credit Agreement if and to the extent required thereby or (iii) an Exempt Sale and Leaseback Transaction, (y) constitutes the Proceeds or products of any property that the incomehas been sold or otherwise transferred pursuant to such Special Purpose Financing, receipts Sale and Leaseback Transaction or gains to which such Taxes relate are effectively connected with such permanent establishment, Exempt Sale and Leaseback Transaction (other than any payments received by reason such Granting Party in payment for the sale and transfer of a change such property in law occurring after the date such Tax Indemnitee acquires an interest in the Commitment Special Purpose Financing, Sale and Leaseback Transaction or a Loan Certificate.Exempt Sale and Leaseback Transaction) if such Tax Indemnitee would not have been or (z) is subject to Taxes any Liens securing Indebtedness incurred in compliance with subsection 7.1(b)(ix) of such type by such jurisdiction but for a Borrower Connection to that jurisdictionthe Credit Agreement, or Liens permitted under subsection 7.2(k)(iv) or 7.2(p)(xii) of the Credit Agreement; (2d) on, with respect to, or measured Capital Stock which is specifically excluded from the definition of Pledged Stock by any trustee fees, commissions, or compensation received by Security Agentvirtue of the proviso contained in the parenthetical to such definition; (3e) that are being contested as provided in Section 10(c)(iv)any of the (i) ABS Collateral, (ii) CMBS Loan Collateral, and (iii) ABL Accounts Collateral; (4f) imposed on Foreign Intellectual Property; (g) Vehicles which are not Eligible Transportation Equipment; (h) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement, applicable law or regulation or the organizational documents of any Tax Indemnitee non-wholly owned Subsidiary (including permitted liens, leases and licenses), or to the extent that such Taxes security interests would result from in adverse tax or accounting consequences as reasonably determined by the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereofBorrower; (5i) imposed on or with respect those assets as to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, parties shall reasonably determine that the transferee) as costs of obtaining such a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any security interest are excessive in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect relation to the value or principal amount of the security interest of any Lender in any Loan Certificate or the loan evidenced to be afforded thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12j) any Capital Stock of any Foreign Subsidiary, provided that if the ownership interest in such Capital Stock is not transferred to a Subsidiary of the Borrower that is not a Granting Party substantially concurrently with the consummation of the Transactions or within forty-five days thereafter, such Capital Stock shall no longer be an Excluded Asset pursuant to this clause (i) and shall be deemed to constitute a part of the Security Collateral to the extent imposed on not an Indemnitee as a result Excluded Asset pursuant to any of any non-exempt “prohibited transaction” under 406(aclauses (a) of ERISA or Section 4975(c)(1through (i) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemniteesabove.

Certain Exceptions. Notwithstanding the foregoing or anything to the contrary that may be contained elsewhere in this Agreement: (a) The provisions of Sections 10(c)(i) use restrictions and 10(c)(ii) confidentiality obligations set forth in Section 3.1 above shall not apply toto any of the Licensed Information which is or becomes lawfully available from any third parties without breaching any confidentiality agreement, and Borrower shall have no liability hereunder for, Taxesincluding a breach of this Agreement by Seller or any of the Seller-Related Parties; (b) Without breaching or violating this Agreement: (1i) imposed on a Tax Indemnitee by Seller or any Taxing Authority of the Seller-Related Parties may disclose or governmental subdivision thereof furnish any of the Licensed Information pursuant to subpoena or therein (aa) on, based onother legal process, or measured by gross or net income or gross or net receiptsupon making a good faith determination (after consultation with its outside legal counsel) that such disclosure is required to be made under applicable law , including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and but in any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or such event it shall be obligated to comply with respect to, or measured by capital or net worth or the procedure set forth in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (aa) or (bb), (y) sales, use, license, or property Taxes, or (z) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee (i) is incorporated or organized or maintains its principal place of business or Section 3.3 below; (ii) maintains a permanent establishment As owner of the Licensed Information, Seller is free to use and permit any of the Seller-Related Parties to use any of the Licensed Information in connection with the United Statesconduct of any businesses, if and provided, however, that (A) any such use with respect to DHRC shall be subject to the extent that restrictions set forth in Section 2.1(8) of the incomeAsset Purchase Agreement, receipts or gains to which and (B) all such Taxes relate are effectively connected with such permanent establishment, other than businesses shall be bound by reason all of a change in law occurring after the date such Tax Indemnitee acquires an interest in the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes terms and provisions of such type by such jurisdiction but for a Borrower Connection to that jurisdictionthis Agreement; (iii) Seller and any of the Seller-Related Parties shall be free during the Confidentiality Period to disclose or otherwise furnish to any other Person (a "Third Party"), and to license any Third Party to use, any of the Licensed Information, provided that such Third Party (1) is not engaged in or, to Seller's best knowledge, is not planning to engage in, a Competitive Business, and (2) onexpressly agrees, with respect toin writing, or measured to be bound by any trustee feesall the terms and provisions of this Section 3 and Sections 4, commissions5, or compensation received by Security Agent7, 10 and 11 of this Agreement; (3iv) that are being contested as provided in Section 10(c)(iv); (4) imposed on any Tax Indemnitee to During the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee Confidentiality Period, Seller or any Affiliate thereof; (5) imposed on of the Seller-Related Parties may sell or otherwise transfer ownership of any of the Licensed Information to any Third Party, whether by operation of law or otherwise, as part of or in connection with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer sale or other disposition transfer to such Third Party (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or dispositionSubsidiary thereof) of any interest in a Tax Indemnitee (other than (1) a substitution majority or replacement more of the Collateral outstanding shares of Seller or of any Seller Related Party (whether by outright sale of shares or a Borrower Person that is treated for Tax purposes merger or Reorganization (as a transfer or dispositiondefined in the California Corporations Code), or (2) a transfer pursuant to an exercise substantially all of remedies upon a then-existing Event the assets of Default); (6) in excess of those that would have been imposed had there not been a transfer Seller, or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interestSeller Related Party or of any businesses conducted by any of them, penaltiesprovided that such Third Party agrees, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timelywriting, unless such failure is caused that it shall be bound by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result all of the breach by such Tax Indemnitee or a related Tax Indemnitee terms and provisions of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative this Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.

Certain Exceptions. The Notwithstanding the foregoing provisions of Sections 10(c)(i) and 10(c)(ii) shall not apply to, and Borrower shall have no liability hereunder for, Taxesthis Section: (1i) imposed on any Restricted Subsidiary may elect to convert from a Tax Indemnitee by any Taxing Authority corporation or governmental subdivision thereof or therein (aa) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding partnership into a limited liability company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business Restricted Subsidiary (other than, than any Acquisition Subsidiary at the time obligated in respect of any Indebtedness permitted under Section 6.03(h)) may be merged or consolidated with or into (x) the case of clause (aa) Borrower if the Borrower shall be the continuing or (bb), surviving corporation or (y) salesMCC or any other Restricted Subsidiary, useprovided, licensehowever, that a Newspaper Entity may not be merged or property Taxes, consolidated with or into MCC or a Restricted Subsidiary unless the surviving entity is a Newspaper Entity; (zii) any Taxes imposed by any Taxing Authority Restricted Subsidiary (other than a Taxing Authority within whose jurisdiction Newspaper Entity) may sell, lease, transfer or otherwise dispose of any or all of its Property (upon voluntary liquidation or otherwise), provided that any such Tax Indemnitee sale, lease, transfer or other disposition to an Affiliate shall satisfy the requirements of Section 6.09, it being understood that any such sale, lease, transfer or other disposition to an Affiliate of real property that satisfies the requirements of clause (ivii) is incorporated or organized or maintains its principal place below, shall be deemed to satisfy the requirements of business or (ii) maintains a permanent establishment in the United States, if and to the extent that the income, receipts or gains to which such Taxes relate are effectively connected with such permanent establishment, other than by reason of a change in law occurring after the date such Tax Indemnitee acquires an interest in the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes of such type by such jurisdiction but for a Borrower Connection to that jurisdictionSection 6.09; (2iii) onany Newspaper Entity (other than any Acquisition Subsidiary obligated at the time in respect of any Indebtedness permitted under Section 6.03(h)) may sell, with lease, transfer or otherwise dispose of any or all of its Property (upon voluntary liquidation or otherwise) to any other Newspaper Entity (other than to any Acquisition Subsidiary obligated at the time in respect to, or measured by of any trustee fees, commissions, or compensation received by Security Agent; (3) that are being contested as provided in Indebtedness permitted under Section 10(c)(iv6.03(h)); (4iv) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee MCC or any Affiliate thereof; of its Restricted Subsidiaries may (5whether by way of purchase of assets or stock, by merger or consolidation or otherwise) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result make any acquisition of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a business, and the related Tax Indemnitee assets, of any interest in the Collateral, other Person (i.e. any interest arising under the Operative Agreements, Person other than MCC or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (xits Restricted Subsidiaries), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.provided that:

Certain Exceptions. The provisions No security interest is or will be granted pursuant ------------------ hereto in any right, title or interest of Sections 10(c)(i) and 10(c)(ii) shall not apply to, and Borrower shall have no liability hereunder for, Taxesany Granting Party under or in: (1) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein (aa) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (aa) or (bb), (y) sales, use, license, or property Taxes, or (za) any Taxes imposed Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses or other contracts or agreements with or issued by any Taxing Authority (Persons other than a Taxing Authority within whose jurisdiction such Tax Indemnitee Subsidiary of the Company (icollectively, "Excluded Agreements") is incorporated or organized or maintains its principal place of business or (ii) maintains a permanent establishment that would otherwise be included in the United States------------------- Security Collateral (and such Excluded Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, if and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Excluded Agreements; or (b) any Equipment that the income, receipts or gains to which such Taxes relate are effectively connected with such permanent establishment, other than by reason of a change in law occurring after the date such Tax Indemnitee acquires an interest would otherwise be included in the Commitment or Security Collateral (and such Equipment shall not be deemed to constitute a Loan Certificate.part of the Security Collateral) if such Tax Indemnitee would Equipment is subject to Permitted Liens permitted under clause (h)(ii) of the definition of "Permitted Liens" in the Investment Agreement that secure Purchase Money Obligations or Capitalized Lease Obligations not exceeding $25,000,000 at any one time outstanding; (c) any Capital Stock of Holdings I GmbH held by the Primary Borrower (so long as such Capital Stock is equal to or less than 1% of the Capital Stock of Holdings I GmbH); (d) Capital Stock of any Subsidiary listed in Schedule 8 (so long as such Capital Stock is not required to be pledged hereunder pursuant to the Investment Agreement); or (e) any property or asset of such Granting Party to the extent (and solely to the extent) that a security interest or other Lien shall not at any time have been created in respect thereof securing Bank Indebtedness or in favor of or for the benefit of any holder of Bank Indebtedness or any agent or representative thereof (including without limitation the Administrative Agent); provided that (i) any property or asset that shall -------- at any time be or have been subject to Taxes any such security interest or other Lien shall not be excluded from the Security Collateral by operation of this clause (g), regardless of whether such type by security interest or other Lien is subsequently released, extinguished or otherwise terminated, and (ii) this clause (g) shall terminate and be of no further force or effect, and any such jurisdiction but for property or asset shall thereupon and thereafter constitute a Borrower Connection to that jurisdiction; part of the Security Collateral, from and after the occurrence of a "Termination" (2) on, with respect to, or measured by any trustee fees, commissions, or compensation received by Security Agent; (3) that are being contested as provided defined in Section 10(c)(iv); (4) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (5) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement 11 of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of DefaultIntercreditor Agreement); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.

Certain Exceptions. Notwithstanding the foregoing or anything to the contrary that may be contained elsewhere in this Agreement: (a) The provisions of Sections 10(c)(i) use restrictions and 10(c)(ii) confidentiality obligations set forth in Section 3.1 above shall not apply toto any of the Licensed Information which is or becomes lawfully available from any third parties without breaching any confidentiality agreement, and Borrower shall have no liability hereunder for, Taxesincluding a breach of this Agreement by Seller or any of the Seller-Related Parties; (b) Without breaching or violating this Agreement: (1i) imposed on a Tax Indemnitee by Seller or any Taxing Authority of the Seller-Related Parties may disclose or governmental subdivision thereof furnish any of the Licensed Information pursuant to subpoena or therein (aa) on, based onother legal process, or measured by gross or net income or gross or net receiptsupon making a good faith determination (after consultation with its outside legal counsel) that such disclosure is required to be made under applicable law , including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and but in any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or such event it shall be obligated to comply with respect to, or measured by capital or net worth or the procedure set forth in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (aa) or (bb), (y) sales, use, license, or property Taxes, or (z) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee (i) is incorporated or organized or maintains its principal place of business or Section 3.3 below; (ii) maintains a permanent establishment As owner of the Licensed Information, Seller is free to use and permit any of the Seller-Related Parties to use any of the Licensed Information in connection with the United Statesconduct of any businesses, if and provided , however , that (A) any such use with respect to DHRC shall be subject to the extent that restrictions set forth in Section 2.1(8) of the incomeAsset Purchase Agreement, receipts or gains to which and (B) all such Taxes relate are effectively connected with such permanent establishment, other than businesses shall be bound by reason all of a change in law occurring after the date such Tax Indemnitee acquires an interest in the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes terms and provisions of such type by such jurisdiction but for a Borrower Connection to that jurisdictionthis Agreement; (iii) Seller and any of the Seller-Related Parties shall be free during the Confidentiality Period to disclose or otherwise furnish to any other Person (a "Third Party"), and to license any Third Party to use, any of the Licensed Information, provided that such Third Party (1) is not engaged in or, to Seller’s best knowledge, is not planning to engage in, a Competitive Business, and (2) onexpressly agrees, with respect toin writing, or measured to be bound by any trustee feesall the terms and provisions of this Section 3 and Sections 4, commissions5, or compensation received by Security Agent7, 10 and 11 of this Agreement; (3iv) that are being contested as provided in Section 10(c)(iv); (4) imposed on any Tax Indemnitee to During the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee Confidentiality Period, Seller or any Affiliate thereof; (5) imposed on of the Seller-Related Parties may sell or otherwise transfer ownership of any of the Licensed Information to any Third Party, whether by operation of law or otherwise, as part of or in connection with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer sale or other disposition transfer to such Third Party (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or dispositionSubsidiary thereof) of any interest in a Tax Indemnitee (other than (1) a substitution majority or replacement more of the Collateral outstanding shares of Seller or of any Seller Related Party (whether by outright sale of shares or a Borrower Person that is treated for Tax purposes merger or Reorganization (as a transfer or dispositiondefined in the California Corporations Code), or (2) a transfer pursuant to an exercise substantially all of remedies upon a then-existing Event the assets of Default); (6) in excess of those that would have been imposed had there not been a transfer Seller, or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or to such Tax Indemnitee or a related Tax Indemnitee (except to the extent resulting from a change in Law after the date of such transfer or disposition); (7) consisting of any interestSeller Related Party or of any businesses conducted by any of them, penaltiesprovided that such Third Party agrees, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timelywriting, unless such failure is caused that it shall be bound by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such return; (8) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result all of the breach by such Tax Indemnitee or a related Tax Indemnitee terms and provisions of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative this Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee by a Taxing Authority, to the extent that such Taxes result from a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agents, or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.

Certain Exceptions. The provisions of Sections 10(c)(iSection 21(a)(i) and 10(c)(ii) ------------------ shall not apply to, and Borrower the Lessee shall have no liability hereunder for, Taxesto any Tax Indemnitee under Section 21(a)(i) with respect to: (1A) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein (aa) Taxes on, based on, or measured by gross or with respect to the net income or gross or net receipts(including, including capital gains without limitation, withholding taxes, excess profits taxessurcharges, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (bb) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (aa) or (bb), (y) sales, use, license, or property Taxes, or (z) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee (i) is incorporated or organized or maintains its principal place of business or (ii) maintains a permanent establishment in the United States, if and to the extent that the income, receipts or gains to which such Taxes relate are effectively connected with such permanent establishment, other than by reason of a change in law occurring after the date such Tax Indemnitee acquires an interest in the Commitment or a Loan Certificate.) if such Tax Indemnitee would not have been subject to Taxes of such type by such jurisdiction but for a Borrower Connection to that jurisdiction; (2) on, with respect to, on or measured by any trustee feesitem(s) of tax preference, commissionsminimum taxes and alternative minimum taxes), franchises, excess profit, capital gains, and other similar taxes (but excluding sales or compensation received by Security Agentuse Taxes) or any Tax Indemnitee; (3B) that are being contested as provided Gross income, gross receipts, and value added taxes imposed by the United States federal government in Section 10(c)(iv)lieu of income taxes; (4C) Taxes which are imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (5) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a any sale, assignment, transfer or other disposition (including a deemed transfer whether voluntary or dispositioninvoluntary) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Collateral, any interest arising under the Operative Agreements, this Lease or any Loan CertificateItem of Equipment, or as a result of a unless such transfer or disposition results from any exercise by Lessor or any of its remedies resulting from an Event of Default as provided in this Lease; (including D) Taxes to the extent of the excess of such Taxes over the amount of such Taxes which would have been imposed and indemnified against had there not been a deemed sale, assignment, transfer or dispositionother disposition (whether voluntary or involuntary) by a Tax Indemnitee of any interest in this Lease or any Item of Equipment, unless such transfer results from any exercise by Lessor of any of its remedies in connection with an Event of Default as provided in or permitted by this Lease; (E) Taxes with respect to any Item of Equipment to the extent incurred and imposed in respect of and during any period after the expiration or earlier termination of this Lease with respect to such Item of Equipment; (F) Taxes imposed by any jurisdiction which result from any Tax Indemnitee or an Affiliate of a Tax Indemnitee engaging in activities in that jurisdiction unrelated to those contemplated by this Lease, the Tax Indemnity Agreement or any other Transaction Document; (G) Taxes for which Lessee is obligated to indemnify Lessor pursuant to the Tax Indemnity Agreement; (H) Taxes which have been collected and remitted by the vendor based upon the Equipment Cost for an Item of Equipment; (I) Taxes imposed on any Tax Indemnitee which result from the willful misconduct or the negligence of any Tax Indemnitee or any Affiliate of a Tax Indemnitee (other than (1) a substitution willful misconduct or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer pursuant to an exercise of remedies upon a then-existing Event of Default); (6) in excess of those that would have been imposed had there not been a transfer or other disposition described in Section 10(c)(iii)(6) (other than clause (x), (y) or (z) thereof) by or gross negligence imputed to such Tax Indemnitee or a related Tax Indemnitee by reason of its interest in the Equipment). (except J) Taxes for so long as they are being contested in good faith; provided, however, that Lessor shall be receiving all amounts of Rent payable to the extent resulting from a change in Law after the date -------- ------- it without reduction by reason of such transfer or disposition)Tax and that Lessee has paid all amounts under Section 21(a)(iii)(B) hereof; (7K) consisting Taxes resulting from any prohibited transaction, within the meaning of any interest, penalties, or additions to tax imposed on a Tax Indemnitee as a result (in whole or in partSection 4975(e)(I) of a failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such returnthe Code; (8) resulting from, or that would not have been L) Taxes imposed but for, because any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (9) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (10) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the Transactions in the Taxing Jurisdiction of such Tax Indemnitee; (11) imposed on a Tax Indemnitee is not a U.S. Person; and (M) Taxes that arise out of or are caused by a Taxing Authority, to the extent that such Taxes result from a connection between breach of the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the Transactions; or (12) to the extent imposed on an Indemnitee as a result of any non-exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes hereofrepresentations, a Tax Indemnitee and any other Tax Indemnitees who are successors, assigns, agentswarranties, or Affiliates of such Tax Indemnitee shall be related Tax Indemniteescovenants contained in the Lease.