8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 15, 2017 (May 12, 2017)

TENNECO INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-12387	76-0515284
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 NORTH FIELD DRIVE, LAKE FOREST, ILLINOIS	60045
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (847) 482-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On May 12, 2017, Tenneco Inc. (“Tenneco”) completed a refinancing of its senior credit facility by entering into an amendment and restatement of that facility. The Fifth Amended and Restated Credit Agreement, dated as of May 12, 2017, among Tenneco and Tenneco Automotive Operating Company Inc. (“TAOC”), as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (the “Amended and Restated Credit Facility”) enhances Tenneco’s financial flexibility by increasing the size and extending the term of its revolving credit facility and term loan facility. The Amended and Restated Credit Agreement also adds foreign currency borrowing capability and permits the joinder of foreign and domestic subsidiaries of Tenneco as borrowers under the revolving credit facility in the future.

The Amended and Restated Credit Facility consists of a $1.60 billion revolving credit facility and a $400 million term loan A facility, which replace Tenneco’s former $1.20 billion revolving credit facility and $264 million term loan A facility, respectively. Both Tenneco and TAOC are borrowers under the revolving credit facility, and TAOC is the sole borrower under the term loan A facility. Drawings under the revolving credit facility may be in U.S. dollars, Pounds Sterling or Euros.

The Amended and Restated Credit Facility remains secured by substantially all of Tenneco’s domestic assets and pledges of up to 66 percent of the stock of certain first-tier foreign subsidiaries, as well as guarantees by Tenneco’s material domestic subsidiaries. If any foreign subsidiary of Tenneco is added to the revolving credit facility as a borrower, the obligations of such foreign borrower will be secured by the assets of such foreign borrower, and also will be secured by the assets of, and guaranteed by, the domestic borrowers and domestic guarantors as well as certain foreign subsidiaries of Tenneco in the chain of ownership of such foreign borrower.

The revolving credit facility and the term loan A facility will each mature on May 12, 2022. The term loan A facility is payable in 20 consecutive quarterly installments, commencing September 30, 2017, with 5% being paid in each of the first two years, 7.5% in the third year, 10% in the fourth year and 72.5% in the final year. Proceeds from the new term loan A and revolving credit facilities will be used to refinance the loans outstanding under the prior senior credit facility, to pay fees and expenses relating to the refinancing transaction and for general corporate purposes.

Initially, the borrowers will continue to pay LIBOR plus 1.75% on borrowings under the revolving credit facility and the term loan A facility. The interest rates payable under the Amended and Restated Credit Facility continue to be subject to change if Tenneco’s consolidated net leverage ratio changes.

Tenneco expects to incur total fees and expenses of approximately $9 million in connection with the amendment and restatement. Those fees and expenses will be capitalized and amortized over the term of the credit facility. In addition, Tenneco expects to record approximately $1 million in non-recurring pre-tax charges related to refinancing the senior credit facility in the second quarter of 2017.

The Amended and Restated Credit Facility continues to include customary provisions that could require all amounts due thereunder to become due and payable, either automatically or at the option of the lenders, if Tenneco fails to comply with the terms of the Amended and Restated Credit Facility or if other customary events occur. The Amended and Restated Credit Facility does not contain any terms that could accelerate the payment of it or affect pricing under it as a result of a credit rating change.

Copies of the Fifth Amended and Restated Credit Agreement and the related Amended and Restated Guarantee and Collateral Agreement are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The descriptions and provisions of the Amended and Restated Credit Facility set forth above are summaries only, are not necessarily complete and are qualified in their entirety by reference to the full and complete terms contained in the Fifth Amended and Restated Credit Agreement, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information under Item 1.01 is incorporated herein by reference.

ITEM 8.01 OTHER EVENTS.

On May 15, 2017, Tenneco Inc. issued a press release announcing the amendment and restatement of its senior credit facility. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.	Description
4.1	Fifth Amended and Restated Credit Agreement, dated as of May 12, 2017, among Tenneco Inc., Tenneco Automotive Operating Company Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto
4.2	Amended and Restated Guarantee and Collateral Agreement, dated as of May 12, 2017 (amending and restating the Guarantee and Collateral Agreement dated as of December 8, 2014, as previously amended and amended and restated), among Tenneco Inc., various of its subsidiaries and JPMorgan Chase Bank, N.A., as administrative agent
99.1	Press release dated May 15, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		TENNECO INC.
Date:	May 15, 2017	By:	/s/ James D. Harrington
			James D. Harrington
			Senior Vice President, General Counsel
			and Corporate Secretary

EX-4.1

Exhibit 4.1

Execution Version

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

(amending and restating the Credit Agreement dated as of September 30, 1999,

as amended and restated on December 12, 2003, March 16, 2007,

March 22, 2012 and December 8, 2014, as further amended)

among

TENNECO INC.,

TENNECO AUTOMOTIVE OPERATING COMPANY INC.,

Other Subsidiary Borrowers from Time to Time Parties Hereto,

The Several Lenders

from Time to Time Parties Hereto,

CITIBANK, N.A. and MORGAN STANLEY MUFG LOAN PARTNERS, LLC,

as Documentation Agents,

BANK OF AMERICA, N.A., BARCLAYS BANK PLC and WELLS FARGO BANK, N.A.,

as Syndication Agents,

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

Dated as of May 12, 2017

JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MORGAN STANLEY MUFG LOAN PARTNERS, LLC and WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

		Page
SECTION 1. DEFINITIONS			1
1.1	Defined Terms		1
1.2	Other Definitional Provisions		36
1.3	Currency Conversion		37
SECTION 2. AMOUNT AND TERMS OF LOANS AND COMMITMENTS			37
2.1	[RESERVED]		37
2.2	[RESERVED]		37
2.3	Tranche A Term Commitments		37
2.4	Procedure for Tranche A Term Loan Borrowing		38
2.5	Repayment of Tranche A Term Loans		38
2.6	Revolving Commitments		39
2.7	Procedure for Revolving Loan Borrowing		40
2.8	Swingline Commitment		41
2.9	Procedure for Swingline Borrowing; Refunding of Swingline Loans		42
2.10	Commitment Fees, etc		44
2.11	Termination or Reduction of Revolving Commitments		44
2.12	Optional Prepayments		44
2.13	Mandatory Prepayments		45
2.14	Conversion and Continuation Options		45
2.15	Limitations on Eurodollar Tranches		46
2.16	Interest Rates and Payment Dates		46
2.17	Computation of Interest and Fees		47
2.18	Inability to Determine Interest Rate		48
2.19	Pro Rata Treatment and Payments		48
2.20	Requirements of Law		50
2.21	Taxes		53
2.22	Indemnity		56
2.23	Change of Lending Office		56
2.24	Replacement of Lenders		56
2.25	Foreign Currency Exchange Rate		57
2.26	Designation of Existing Revolving Loans and Revolving Commitments		57
2.27	Incremental Loan Extensions		58
2.28	Defaulting Revolving Lenders		60
2.29	Designation of Subsidiary Borrowers		63
2.30	MIRE Events		65
SECTION 3. LETTERS OF CREDIT			65
3.1	L/C Commitments		65

3.2	Procedure for Issuance of Letter of Credit	66
3.3	Fees and Other Charges	66
3.4	L/C Participations	66
3.5	Reimbursement Obligation of the Borrower	68
3.6	Obligations Absolute	68
3.7	Letter of Credit Payments	69
3.8	Applications	69
SECTION 4. REPRESENTATIONS AND WARRANTIES		70
4.1	Financial Condition	70
4.2	No Change	70
4.3	Existence; Compliance with Law	70
4.4	Power; Authorization; Enforceable Obligations	70
4.5	No Legal Bar	71
4.6	Litigation	71
4.7	No Default	71
4.8	Ownership of Property; Liens	71
4.9	Intellectual Property	72
4.10	Taxes	72
4.11	Federal Regulations	72
4.12	Labor Matters	72
4.13	ERISA	72
4.14	Investment Company Act; Other Regulations	73
4.15	Subsidiaries	73
4.16	Use of Proceeds	73
4.17	Environmental Matters	73
4.18	Accuracy of Information, etc.	74
4.19	Security Documents	75
4.20	Solvency	75
4.21	Anti-Corruption Laws and Sanctions	75
4.22	EEA Financial Institutions	76
SECTION 5. CONDITIONS PRECEDENT		76
5.1	Conditions to Amendment and Restatement of Existing Credit Agreement, Redesignation of Certain Loans and Commitments and Continuation of Existing Letters of Credit on Closing Date	76
5.2	Conditions to Each Extension of Credit	77
5.3	Additional Conditions Applicable to the Foreign Subsidiary Borrowers	78
SECTION 6. AFFIRMATIVE COVENANTS		79
6.1	Financial Statements	79
6.2	Certificates; Other Information	80
6.3	Payment of Taxes	81
6.4	Maintenance of Existence; Compliance	81

2

6.5	Maintenance of Property; Insurance	81
6.6	Inspection of Property; Books and Records; Discussions	81
6.7	Notices	82
6.8	Environmental Laws	82
6.9	Additional Collateral, etc	83
SECTION 7. NEGATIVE COVENANTS		86
7.1	Financial Condition Covenants	86
7.2	Indebtedness	87
7.3	Liens	88
7.4	Fundamental Changes	90
7.5	Disposition of Property	91
7.6	Restricted Payments	93
7.7	[Intentionally Omitted]	94
7.8	Investments	94
7.9	[Reserved]	96
7.10	Transactions with Affiliates	96
7.11	Sales and Leasebacks	96
7.12	Changes in Fiscal Periods	97
7.13	Negative Pledge Clauses	97
7.14	Lines of Business	97
7.15	Optional Payments and Modifications of Unsecured Notes	97
7.16	Use of Proceeds	98
7.17	Special Purpose Finance Subsidiaries	98
SECTION 8. EVENTS OF DEFAULT		98
SECTION 9. THE AGENTS		101
9.1	Appointment	101
9.2	Delegation of Duties	102
9.3	Exculpatory Provisions	102
9.4	Reliance by Administrative Agent	103
9.5	Notice of Default	103
9.6	Non-Reliance on Agents and Other Lenders	103
9.7	Indemnification	104
9.8	Agent in Its Individual Capacity	104
9.9	Successor Administrative Agent	104
9.10	Documentation Agents and Syndication Agents	105
SECTION 10. MISCELLANEOUS		105
10.1	Amendments and Waivers	105
10.2	Notices	109
10.3	No Waiver; Cumulative Remedies	110
10.4	Survival of Representations and Warranties	110

3

10.5	Payment of Expenses and Taxes	110
10.6	Successors and Assigns; Participations and Assignments	112
10.7	Adjustments; Set-off	116
10.8	Counterparts	117
10.9	Severability	117
10.10	Integration	117
10.11	GOVERNING LAW	117
10.12	Submission To Jurisdiction; Waivers	117
10.13	Acknowledgments	118
10.14	Releases of Guarantees and Liens	119
10.15	Confidentiality	119
10.16	WAIVERS OF JURY TRIAL	121
10.17	Effect of Amendment and Restatement of the Existing Credit Agreement	121
10.18	USA Patriot Act	121
10.19	No Fiduciary Duty	121
10.20	Usury	122
10.21	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	122
10.22	Conversion of Currencies	123
10.23	Separate Obligations	123

SCHEDULES:
1.1A	Commitments
1.1B	Mortgaged Property
1.1C	Existing Letters of Credit
4.1	Material Obligations
4.4	Consents, Authorizations, Filings and Notices
4.15	Subsidiaries
4.19(a)	Financing Statements/Filing Offices
4.19(b)	Mortgage Filing Jurisdictions
7.2(d)	Existing Indebtedness
7.3(f)	Existing Liens
7.3(m)	Existing Receivables Financing
7.5	Dispositions
7.8(h)	Existing Investments
EXHIBITS:
A	Form of Guarantee and Collateral Agreement
B	Form of Compliance Certificate
C	Form of Closing Certificate
D	Form of Joinder Agreement
E	Form of Assignment and Assumption
F	Form of Exemption Certificate

4

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 12, 2017 (amending and restating the Credit Agreement dated as of September 30, 1999, as amended and restated as of December 12, 2003, March 16, 2007, March 22, 2012 and December 8, 2014, as further amended), among TENNECO INC., a Delaware corporation (the “Company”), TENNECO AUTOMOTIVE OPERATING COMPANY INC., a Delaware corporation and a Subsidiary of the Company (“TAOC”), any other Subsidiary Borrowers (as defined herein) from time to time parties hereto, the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), CITIBANK, N.A. and MORGAN STANLEY MUFG LOAN PARTNERS, LLC, as documentation agents (in such capacity, the “Documentation Agents”), BANK OF AMERICA, N.A., BARCLAYS BANK PLC and WELLS FARGO BANK, N.A., as syndication agents (in such capacity, the “Syndication Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent.

RECITALS

1. The Company, the lenders and agents parties thereto and JPMorgan Chase Bank are parties to the Credit Agreement dated as of September 30, 1999, as amended and restated as of December 12, 2003, March 16, 2007, March 22, 2012, and December 8, 2014, as further amended prior to the date hereof (the “Existing Credit Agreement”).

2. The Company desires to amend and restate the Existing Credit Agreement pursuant to this Agreement. All indebtedness, obligations and liabilities, as amended and restated hereby, and all Liens existing under the Existing Credit Agreement and other Loan Documents (as defined in the Existing Credit Agreement) will continue in full force and effect, uninterrupted and unimpaired, as amended as set forth herein and in the Loan Documents delivered or otherwise continue in connection herewith.

3. The Borrowers have requested that Administrative Agent, the Syndication Agents, the Documentation Agents and the Lenders enter this Agreement in order to make available to the Borrowers the $2,000,000,000 credit facilities described herein on the terms and conditions set forth herein, consisting of (a) a $1,600,000,000 revolving credit facility and (b) a $400,000,000 tranche A term loan facility.

The parties hereto hereby agree to amend and restate the Existing Credit Agreement as follows:

SECTION 1.

DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ABR”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus  ¹⁄₂ of 1% and (c) the Eurodollar Rate for a Eurodollar Loan with a one-month interest period commencing on such day plus 1%. For purposes hereof “Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by JPMCB as its

prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by JPMCB in connection with extensions of credit to debtors). Any change in the ABR due to a change in the Prime Rate, the NYFRB Rate or such Eurodollar Rate shall be effective as of the opening of business on the day of such change in the Prime Rate, the NYFRB Rate or such Eurodollar Rate, respectively.

“ABR Loans”: Loans the rate of interest applicable to which is based upon the ABR.

“ABR Swingline Commitment”: the obligation of the ABR Swingline Lender to make ABR Swingline Loans pursuant to Section 2.8 in an aggregate principal amount at any one time outstanding not to exceed $75,000,000.

“ABR Swingline Lender”: as the context may require, either (i) JPMCB, in its capacity as the lender of U.S. Swingline Loans, or (ii) JPMorgan Chase Bank, N.A., London Branch, an affiliate of JPMCB, in its capacity as the lender of U.K. Swingline Loans.

“ABR Swingline Loans”: as defined in Section 2.8.

“Adjustment Date”: as defined in the Pricing Grid.

“Administrative Agent”: JPMCB, together with its affiliates, as the arranger of the Commitments and as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors; it being understood that matters concerning Foreign Currency Revolving Loans will be administered by J.P. Morgan Europe Limited and therefore all notices concerning such Foreign Currency Revolving Loans will be required to be given at the London Funding Office.

“Affected Foreign Currency”: as defined in Section 2.18(c).

“Affiliate”: as to any Person, any other Person that, at any time, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Agents”: the collective reference to the Syndication Agents, the Documentation Agents and the Administrative Agent.

“Agreement Currency”: as defined in Section 10.22(b).

“Aggregate Exposure”: with respect to any Lender at any time, an amount equal to the sum of (i) the aggregate then unpaid principal amount of such Lender’s Term Loans and (ii) the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.

“Aggregate Exposure Percentage”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“Agreement”: this Fifth Amended and Restated Credit Agreement, as amended, supplemented or otherwise modified from time to time.

“Anti-Corruption Laws”: all laws, rules and regulations of any jurisdiction applicable to the Company or its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable Creditor”: as defined in Section 10.22(b).

“Applicable Margin”: for each Type of Loan, the rate per annum set forth under the relevant column heading below:

	ABR Loans			Eurodollar Loans or Overnight LIBOR Loans
Revolving Loans and Swingline Loans		0.75	%		1.75	%
Tranche A Term Loans		0.75	%		1.75	%

provided that from and after the first Adjustment Date occurring after the completion of the first two full fiscal quarters ending after the Closing Date, the Applicable Margin with respect to Revolving Loans, Swingline Loans and Tranche A Term Loans will be determined pursuant to the Pricing Grid.

“Applicable Minimum Amount”: in the case of Revolving Loans, an amount equal to (x) if such Loans are denominated in Pounds Sterling, £5,000,000 or a whole multiple of £1,000,000 in excess thereof or (y) if such Loans are denominated in Euro, €5,000,000 or a whole multiple of €1,000,000 in excess thereof.

“Applicable Prepayment Percentage”: (a) with respect to any prepayment of the Term Loans required pursuant to Section 2.13(a) in connection with the issuance or incurrence of Indebtedness (i) 100% if the Consolidated Leverage Ratio is equal to or more than 3.0 to 1.0 as of the last day of the most recently ended fiscal quarter, (ii) 75% if the Consolidated Leverage Ratio is less than 3.0 to 1.0 but equal to or more than 2.5 to 1.0 as of the last day of the most recently ended fiscal quarter or (iii) 50% if the Consolidated Leverage Ratio is less than 2.5 to 1.0 as of the last day of the most recently ended fiscal quarter; and (b) with respect to any prepayment of the Term Loans required pursuant to Section 2.13(b) in connection with any Asset Sale or Recovery Event (i) if the Company’s corporate family rating is Baa3 or better from Moody’s or BBB- or better from S&P, 50% or (ii) otherwise, 100%.

“Application”: with respect to an Issuing Lender, an application, in such form as such Issuing Lender may specify from time to time, requesting such Issuing Lender to issue or amend a Letter of Credit.

“Arrangers”: JPMorgan Chase Bank, N.A., Barclays Bank PLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley MUFG Loan Partners, LLC, acting through Morgan Stanley Senior Funding, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., and Wells Fargo Securities, LLC.

“Asset Sale”: any Disposition of property or series of related Dispositions of property (excluding (i) any such Disposition permitted by clause (a), (b), (c), (d), (e), (f), (g), (i), (j), (n), (o), (p), (r) or (s) of Section 7.5 and (ii) any such Dispositions of Capital Stock or assets of Immaterial Subsidiaries not exceeding, in the aggregate over the life of the Facilities, 5% of Consolidated Total Assets of the Company and its Subsidiaries or 5% of Consolidated EBITDA for the period of twelve consecutive fiscal months most recently ended for which financial statements are available (it being understood that any such Disposition permitted to be excluded pursuant to this clause (ii) at the time such Disposition was made shall continue to be permitted to be excluded notwithstanding that the limitations specified in this clause (ii) for exclusion may no longer be satisfied thereafter)) that yields Net Cash Proceeds to the Company or any of its Subsidiaries in excess of $25,000,000.

“Assignee”: as defined in Section 10.6(c).

“Assignment and Assumption”: an Assignment and Assumption, substantially in the form of Exhibit E.

“Assignor”: as defined in Section 10.6(c).

“Auto-Extension Letter of Credit”: as defined in Section 3.1(a).

“Available Revolving Commitment”: as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding; provided, that in calculating any Lender’s Revolving Extensions of Credit for the purpose of determining such Lender’s Available Revolving Commitment pursuant to Section 2.10(a), the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero.

“Bail-In Action”: the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation”: with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Benefitted Lender”: as defined in Section 10.7(a).

“Board”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower”: (a) with respect to the Tranche A Term Facility, TAOC and (b) with respect to the Revolving Facility, the Company, TAOC, and each other Subsidiary Borrower. The Company, TAOC and the other Subsidiary Borrowers are referred to herein collectively as the “Borrowers”.

“Borrowing Date”: any Business Day specified by the applicable Borrower as a date on which such Borrower requests the relevant Lenders to make Loans hereunder.

“Business”: as defined in Section 4.17(b).

“Business Day”: a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close, provided, that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans or Overnight LIBOR Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market; provided further that (x) when used in connection with an Overnight LIBOR Loan or a Foreign Currency Revolving Loan, the term “Business Day” shall also exclude any day on which banks are not open for general business in London and (y) when used in connection with Eurodollar Loans denominated in Euro, the term “Business Day” shall also exclude any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System (which utilizes a single shared platform and which was launched on November 19, 2007 (TARGET2)) (or, if such clearing system ceases to be operative, such other clearing system (if any) determined by the Administrative Agent to be a suitable replacement) is not open for settlement of payment in Euro.

“Calculation Date”: with respect to each Foreign Currency, the last day of each calendar month (or, if such day is not a Business Day, the next succeeding Business Day) and such other days from time to time as the Administrative Agent shall designate as a “Calculation Date” during the continuation of a Default, provided that (i) the second Business Day preceding each Borrowing Date (or in the case of Eurodollar Loans denominated in Pounds Sterling, on the Borrowing Date) with respect to, and each date of any continuation of, any Foreign Currency Revolving Loan which is a Eurodollar Loan shall also be a “Calculation Date” with respect to such Foreign Currency and (ii) subject to Section 2.12, the Borrowing Date with respect to any other Foreign Currency Revolving Loan shall also be a Calculation Date with respect to such Foreign Currency.

“Capital Expenditures”: for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries.

“Capital Lease Obligations”: as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP; provided that, notwithstanding any change in GAAP after the Closing Date that would require obligations that would be classified and accounted for as an operating lease under GAAP as existing on the Closing Date to be

classified and accounted for as capital leases or otherwise reflected on the consolidated balance sheet of the Company and its Subsidiaries, such obligations shall continue to be treated as operating leases for all purposes under this Agreement.

“Capital Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“Cash Equivalents”: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof or any United States branch of a foreign bank, in each case having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-2 by Standard & Poor’s Financial Services LLC (together with any successor thereto, “S&P”) or P-2 by Moody’s Investors Service, Inc. (together with any successor thereto, “Moody’s”), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated (i) in the case of any such state, commonwealth, territory, political subdivision or taxing authority, at least A by S&P or A by Moody’s or (ii) in the case of a foreign government, at least BBB- by S&P or Baa3 by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; or (h) solely in respect of the ordinary course cash management activities of the Foreign Subsidiaries, (i) equivalents of the investments described in clause (a) above to the extent guaranteed by any member state of the European Union or the country in which the Foreign Subsidiary operates, (ii) equivalents of the investments described in clause (b) above issued, accepted or offered by any commercial bank organized under the laws of a member state of the European Union or the jurisdiction of organization of the applicable Foreign Subsidiary having at the acquisition thereof combined capital and surplus of not less than $250,000,000 and (iii) without limiting the foregoing sub-clauses (i) and (ii) of this clause (h), investments equivalent to those referenced in clauses (a) through (f) above denominated in foreign currencies and customarily used by Persons for cash management purposes to the extent guaranteed, issued, accepted or offered by (x) any country in which such Foreign Subsidiary operates or is organized or (y) any commercial bank organized under the laws of the jurisdiction in which such Foreign Subsidiary operates or is organized, as

applicable, in each case without regard to any minimum rating or capital requirement specified in clauses (a) through (f) above, in an aggregate outstanding amount not to exceed at any time $5,000,000.

“Cash Management Obligations”: the collective reference to (a) any obligation of the Company or any of its Subsidiaries in respect of (i) overdrafts and related liabilities owed to any Lender (or any Affiliate of a Lender) that arise from treasury, depositary or cash pooling or management services including in connection with any automated clearing house transfers of funds or any similar transactions and (ii) credit, debit and/or purchasing cards issued by any Lender (or any Affiliate of a Lender) to or for the benefit or account of the Company or any of its Subsidiaries or their respective employees and (b) any Supplemental Cash Management Obligations. For the avoidance of doubt, the parties agree that (A) any obligation of the Company or its Subsidiaries to a Lender (or its Affiliate) under any Cash Pooling Agreement to which such Lender (or its Affiliate) is a party constitutes a “Cash Management Obligation” for purposes hereof and (B) any Cash Management Obligation that was permitted to be entered into or designated as a Cash Management Obligation under this Agreement at the time such obligation was entered into or so designated shall continue to be secured by the Collateral even though a limitation under this Agreement may be exceeded solely as a result of a change in the currency exchange rates from the currency exchange rates applicable at the time such Cash Management Obligation was entered into or designated.

“Cash Pooling Agreement”: any agreement, substantially in the form of the Cash Pooling Agreement dated October 8, 2016 between Tenneco Management (Europe) Limited and Citibank, N.A. (the “Existing Pooling Agreement”), by and among Company and/or any of its Subsidiaries, on the one hand, and one or more banks or similar financing institutions, on the other hand, together with any documents evidencing or governing any obligations relating thereto (including any guarantee agreements and security documents contemplated by or customary in connection with the Existing Pooling Agreement), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring, in whole or in part, obligations (or adding Foreign Subsidiaries as additional parties or other Subsidiaries as guarantors thereunder) under any such agreement or any successor or replacement agreement and whether by the same or any other bank or similar financing institution or group of banks or similar financing institutions, provided that any such amendment, restatement, supplement or modification, extension, refinancing, replacement or other agreement is limited to the provision of a cash management system or systems for the Foreign Subsidiaries of the Company and will not create any Indebtedness, or Lien on the property, of the Company or any of its Subsidiaries for any other purpose. The Cash Pooling Agreements provide a cash management system for Foreign Subsidiaries of the Company, and obligations of Foreign Subsidiaries thereunder may be guaranteed by the Company and its Domestic Subsidiaries, provided, however, that neither the Company nor any of its Domestic Subsidiaries may grant a security interest in the Collateral or their other assets for the purpose of such guarantee except to the extent the secured party is a Lender (or any Affiliate of a Lender).

“CFC”: each Person that is a “controlled foreign corporation” as defined in Section 975 of the Code.

“CFC Holding Company”: a Person substantially all of the assets of which consist of Equity Interests of (a) one or more CFCs or (b) one or more CFC Holding Companies.

“Closing Date”: May 12, 2017.

“Code”: the Internal Revenue Code of 1986, as amended from time to time.

“Collateral”: all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document; provided that in no event shall the Excluded Real Property or any Company Stock constitute Collateral.

“Commitment”: as to any Lender, the sum of the Tranche A Term Commitment and the Revolving Commitment of such Lender.

“Commitment Fee Rate”: 0.25% per annum; provided that on and after the first Adjustment Date occurring after the completion of the first two full fiscal quarters ending after the Closing Date, the Commitment Fee Rate will be determined pursuant to the Pricing Grid.

“Commonly Controlled Entity”: an entity, whether or not incorporated, that is under common control with the Company within the meaning of Section 4001 of ERISA or is part of a group that includes the Company and that is treated as a single employer under Section 414 of the Code.

“Company Stock”: common stock of the Company that constitutes “margin stock” within the meaning of Regulation U.

“Compliance Certificate”: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.

“Consolidated EBITDA”: for any period, Consolidated Net Income for such period plus, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) Consolidated Interest Expense, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees, charges and expenses associated with Indebtedness (including with respect to the Loans and Indebtedness incurred in connection with the Transactions and any Permitted Refinancing Indebtedness of any Unsecured Notes and the transactions in connection therewith)), (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (e) any extraordinary, unusual or non-recurring non-cash expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, non-cash losses on sales of assets outside of the ordinary course of business), (f) all premiums and interest rate hedge termination costs in connection with any purchase or redemption of the Unsecured Notes, and (g) any other non-cash charges (excluding any such charge that constitutes an accrual of or a reserve for cash charges for any future period); and minus, to the extent taken into account in calculating Consolidated Net Income for such period, the sum of (a) interest income, (b) any extraordinary, unusual or non-recurring non-cash income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary

course of business) and (c) any other non-cash income, all as determined on a consolidated basis. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”) pursuant to any determination of a Financial Covenant, if during such Reference Period the Company or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period. As used in this definition, “Material Acquisition” means any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (b) involves the payment of consideration by the Company and its Subsidiaries in excess of $10,000,000.

In addition, Consolidated EBITDA for each fiscal quarter of the Company shall be increased by the amount (without duplication) of (i) cash restructuring charges and related expenses associated with restructurings undertaken by the Company and/or its Subsidiaries in the United States and/or internationally included in the calculation of Consolidated Net Income in the third and fourth fiscal quarters of 2016 in a maximum aggregate amount not to exceed $17,000,000; (ii) cash restructuring charges and related expenses associated with or arising out of restructurings undertaken by the Company and/or its Subsidiaries included in the calculation of Consolidated Net Income for such fiscal quarter, to the extent designated by the Company in its sole discretion; provided that the maximum aggregate amount of all such cash restructuring charges and related expenses announced and taken in any fiscal year shall not exceed (x) with respect to the fiscal year ending December 31, 2017, $35,000,000 and (y) with respect to each fiscal year ending thereafter, $25,000,000; provided further that any such amount pursuant to the foregoing proviso that is not utilized to increase Consolidated EBITDA in the fiscal year for which it is permitted may be carried over to increase Consolidated EBITDA in the next succeeding fiscal year only and (iii) for any period ending after the Closing Date, to the extent designated by the Company in its sole discretion, any and all costs, expenses, fees, fines, penalties, judgments, legal settlements and other amounts associated with any restructuring, litigation, claim, proceeding or investigation related to or undertaken by the Company or any of its Subsidiaries, together with any related provision for taxes, in a maximum amount not to exceed $150,000,000 in the aggregate after the Closing Date for all such events. For purposes of the foregoing sentence, “cash” restructuring charges and related expenses shall be deemed to include any accrual of or reserve for cash restructuring charges and related expenses for any future period. In addition, for purposes of calculating any Financial Covenant, Consolidated EBITDA for any period shall be increased (but not by more than $15,000,000 in any fiscal year) by the amount of aftermarket acquisition costs of the Company and its Subsidiaries to the extent such costs otherwise reduce Consolidated EBITDA for such period. In addition, in the event that any Permitted Sale/Leaseback results in the Company or a Subsidiary entering into an operating lease, then Consolidated EBITDA for any period shall be deemed to be increased by the amount of lease payments under such operating lease made during such period.

“Consolidated Interest Coverage Ratio”: for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.

“Consolidated Interest Expense”: for any period, total interest expense of the Company and its Subsidiaries for such period determined in accordance with GAAP (excluding (i)

all premiums and interest rate hedge termination costs in connection with any purchase or redemption of the Unsecured Notes, (ii) upfront fees paid in connection with this Agreement, and (iii) any writeoff of unamortized debt issuance costs upon any prepayment of the Unsecured Notes), net of interest income. Notwithstanding the foregoing, in the event that Company or a Subsidiary has entered into an operating lease in connection with a Permitted Sale/Leaseback, then Consolidated Interest Expense for any period shall be deemed to be increased by the interest component of lease payments under such operating lease made during such period (as determined based on the applicable schedule setting forth the components of lease payments delivered pursuant to Section 7.11).

“Consolidated Leverage Ratio”: as at the last day of any period, the ratio of (a) Consolidated Total Debt plus (to the extent not included in Consolidated Total Debt) the Domestic Receivables Program Amount on such day to (b) Consolidated EBITDA for such period. Notwithstanding the foregoing, in the event that the Company or a Subsidiary has entered into an operating lease in connection with a Permitted Sale/Leaseback then for purposes of calculating the Consolidated Leverage Ratio on any day, Consolidated Total Debt shall be deemed to be increased by the remaining unamortized principal component of such operating lease (as determined based on the applicable schedule setting forth the components of lease payments delivered pursuant to Section 7.11). For purposes of calculating the Consolidated Leverage Ratio, any Indebtedness (“New Indebtedness”) incurred to refinance existing Indebtedness of the Company (“Existing Indebtedness”) shall be excluded in calculating Consolidated Total Debt, as long as and to the extent (i) such Existing Indebtedness shall still be outstanding as of the calculation date and shall have been counted for purposes of calculating the Consolidated Leverage Ratio, (ii) the Company shall have begun a tender offer or solicitation to purchase such Existing Indebtedness or shall have irrevocably called such Existing Indebtedness for payment and (iii) proceeds of such New Indebtedness are used to repay the Existing Indebtedness within sixty (60) days after the incurrence thereof.

“Consolidated Net Income”: for any period, the consolidated net income (or loss) of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Company or is merged into or consolidated with the Company or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Company) in which the Company or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Company or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the Company to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary; provided that solely for purposes of Section 7.6, non-cash restructuring charges of the Company and its Subsidiaries which would otherwise reduce Consolidated Net Income shall be added back to Consolidated Net Income (and, for avoidance of doubt, any cash payment made in respect of such non-cash restructuring charges shall be included in calculating Consolidated Net Income for the period in which such payment is made). Notwithstanding the foregoing, any reduction to Consolidated Net Income otherwise required by the Company’s adoption of FAS 123R shall be disregarded in calculating Consolidated Net Income.

“Consolidated Net Leverage Ratio”: at the last day of any period, the ratio of (a) Consolidated Total Debt plus (to the extent not included in Consolidated Total Debt) the Domestic Receivables Program Amount on such day, less the aggregate amount of unrestricted cash and cash equivalents of the Company and its Subsidiaries (such amount of unrestricted cash and cash equivalents not to exceed $250,000,000) to (b) Consolidated EBITDA for such period. Notwithstanding the foregoing, in the event that the Company or a Subsidiary has entered into an operating lease in connection with a Permitted Sale/Leaseback then for purposes of calculating the Consolidated Net Leverage Ratio on any day, Consolidated Total Debt shall be deemed to be increased by the remaining unamortized principal component of such operating lease (as determined based on the applicable schedule setting forth the components of lease payments delivered pursuant to Section 7.11). For purposes of calculating the Consolidated Net Leverage Ratio, any New Indebtedness incurred to refinance Existing Indebtedness shall be excluded in calculating Consolidated Total Debt, as long as and to the extent (i) such Existing Indebtedness shall still be outstanding as of the calculation date and shall have been counted for purposes of calculating the Consolidated Net Leverage Ratio, (ii) the Company shall have begun a tender offer or solicitation to purchase such Existing Indebtedness or shall have irrevocably called such Existing Indebtedness for payment and (iii) proceeds of such New Indebtedness are used to repay the Existing Indebtedness within sixty (60) days after the incurrence thereof.

“Consolidated Total Assets”: at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet of the Company and its Subsidiaries at such date.

“Consolidated Total Debt”: at any date, the aggregate principal amount of all Indebtedness of the Company and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

“Continuing Directors”: the directors of the Company on the Closing Date, and each other director, if, in each case, such other director’s nomination for election to the board of directors of the Company is recommended by at least a majority of the then Continuing Directors.

“Contractual Obligation”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Credit Party”: the Administrative Agent, any Issuing Lender, any Swingline Lender or any other Lender.

“Default”: any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Defaulting Lender”: any Lender, as reasonably determined by the Administrative Agent, that (a) in the case of any Revolving Lender, has (i) failed to fund any portion of its Revolving Loans or participations in Letters of Credit or Swingline Loans within three Business Days of the date required to be funded by it hereunder and such failure is continuing, unless such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding has not been satisfied, (ii) notified

the Company or any Credit Party in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit, (iii) failed, within five Business Days after receipt of request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Revolving Loans and participations in then outstanding Letters of Credit and Swingline Loans, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (iii) upon the Administrative Agent’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent or (iv) otherwise failed to pay over to any Credit Party any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (b) in the case of any Lender, (i) has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, unless, in the case of any Lender referred to in this clause (b), the Company and the Administrative Agent shall be satisfied that such Lender intends, and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder or (ii) has, or has a direct or indirect parent company that has, become the subject of a Bail-In Action; provided, that a Lender will not qualify as a Defaulting Lender solely as the result of the acquisition or maintenance of an ownership interest in a Defaulting Lender or any Person controlling a Defaulting Lender, or the exercise of control over such Lender or any Person controlling such Lender, by a Governmental Authority or an instrumentality thereof; provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Disposition”: with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof (other than any transaction for purposes of collateral or security to the extent permitted hereunder). The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Documentation Agents”: as defined in the preamble hereto.

“Dollar Equivalent”: at any time as to any amount denominated in a Foreign Currency, the equivalent amount in Dollars as determined by the Administrative Agent at such time on the basis of the Exchange Rate for the purchase of Dollars with such Foreign Currency on the most recent Calculation Date for such Foreign Currency.

“Dollar Revolving Loans”: as defined in Section 2.6(a).

“Dollars” and “$”: dollars in lawful currency of the United States.

“Domestic Borrower”: the Company and any Domestic Subsidiary Borrower.

“Domestic Funding Office”: the Administrative Agent’s office located at 500 Stanton Christiana Road, Ops 2, Floor 3, Newark, DE 19713, or such other office as may be designated by the Administrative Agent by written notice to the Company and the Lenders.

“Domestic Loan Party”: each Domestic Borrower and each other Loan Party that is a Domestic Subsidiary.

“Domestic Receivables Program Amount”: at any time, the aggregate principal amount of proceeds received by the Company and its domestic Subsidiaries from parties outside of the Company’s consolidated group and which remain outstanding at such time in connection with a Permitted Receivables Financing, together with the aggregate funded amount relating to all factoring programs, in each case of the Company and its domestic Subsidiaries.

“Domestic Subsidiary”: any Subsidiary of the Company organized under the laws of any jurisdiction within the United States.

“Domestic Subsidiary Borrower”: any Subsidiary Borrower that is a Domestic Subsidiary.

“EEA Financial Institution”: (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country”: any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority”: any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EMU”: Economic and Monetary Union as contemplated in the Treaty.

“Environmental Laws”: as to any Person, any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

“EU Bail-In Legislation Schedule”: the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Euro”: the single currency of Participating Member States introduced in accordance with the provisions of Article 109(1)4 of the Treaty and, in respect of all payments to be made under this Agreement in Euro, means immediately available, freely transferable funds.

“Eurodollar Loans”: Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

“Eurodollar Rate”: with respect to any Eurodollar Loan for any Interest Period, the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for the relevant currency for a period equal in length to such Interest Period as displayed on page LIBOR01 or LIBOR02 of the Reuters Screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case, the “Screen Rate”) at approximately 11:00 A.M., London time, two Business Days prior to the commencement of such Interest Period (or, in the case of any Eurodollar Loan denominated in Pounds Sterling, on the first day of such Interest Period); provided that if the applicable Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided, further, that, if the applicable Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”) with respect to the relevant currency, then the Eurodollar Rate shall be the Interpolated Rate at such time. “Interpolated Rate” means, at any time, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the applicable Screen Rate for the longest period (for which that Screen Rate is available in the relevant currency) that is shorter than the Impacted Interest Period and (b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available for the relevant currency) that exceeds the Impacted Interest Period, in each case, at such time; provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Eurodollar Tranche”: the collective reference to Eurodollar Loans under a particular Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“Event of Default”: any of the events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Exchange Act”: the Securities Exchange Act of 1934, as amended.

“Exchange Rate”: on any day, with respect to any currency, the rate at which such currency may be exchanged into any other currency, as set forth at approximately 11:00 A.M., London time, on such date on the Reuters World Currency Page for such currency. In the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by the Administrative Agent (and the Administrative Agent agrees to

promptly notify the Company of the identity of any such service), or, in the event no such service is selected, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 A.M., Local Time, on such date for the purchase of the relevant currency for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the Company, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be presumed correct absent manifest error.

“Exchange Act Report”: collectively, the Annual Report of the Company on Form 10-K for the year ended December 31, 2016 and Current Reports on Form 8-K of the Company filed with or furnished to the SEC subsequent to December 31, 2016, but prior to the Closing Date, in each case, as amended or supplemented prior to the Closing Date.

“Excluded Real Property”: the real property located at (a) 929 Anderson Road, Litchfield, Michigan 49252 and (b) 1111 Izaak Walton Rd., Seward, Nebraska 68434.

“Excluded Subsidiary”: (i) any Foreign Subsidiary, (ii) any other Subsidiary if and at such time as the Company and its Subsidiaries own Capital Stock representing less than 80% of the ordinary voting power of such other Subsidiary, (iii) any Immaterial Domestic Subsidiary, (iv) any Finance Subsidiary or any Special Purpose Finance Subsidiary and (v) any CFC Holding Company.

“Excluded Swap Obligation”: with respect to any Guarantor (a) any Swap Obligation if, and to the extent that, and only for so long as, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, as applicable, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure to constitute an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder, at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Guarantor as specified in any agreement between the relevant Loan Parties and counterparty applicable to such Swap Obligations, and agreed by the Administrative Agent. If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guarantee or security interest is or becomes illegal.

“Existing Credit Agreement”: as defined in the recitals hereto.

“Existing Indebtedness”: as defined in the definition of “Consolidated Leverage Ratio”.

“Existing Letters of Credit”: the Letters of Credit (as defined in the Existing Credit Agreement) outstanding on the Closing Date immediately prior to the effectiveness of this Agreement. Schedule 1.1C contains a list of the Existing Letters of Credit.

“Existing Loans”: the Loans (as defined in the Existing Credit Agreement) outstanding on the Closing Date immediately prior to the effectiveness of this Agreement.

“Existing Receivables Financing”: (a) each receivables financing transaction existing on the Closing Date and set forth on Schedule 7.3(m) attached hereto and (b) each receivables financing transaction entered into after the Closing Date which satisfies the criteria for a Permitted Receivables Financing.

“Existing Unsecured Notes”: as defined in Section 7.2(f).

“Exiting Lender”: each Lender under the Existing Credit Agreement which is not a Lender under this Agreement on the Closing Date.

“Facility”: each of (a) the Tranche A Term Loans (the “Tranche A Term Facility”), (b) the Revolving Commitments and the extensions of credit made thereunder (the “Revolving Facility”) and (c) each other credit facility that may be added to this Agreement after the date hereof.

“FATCA”: Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Effective Rate”: for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate, provided that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Finance Subsidiary”: Tenneco Automotive RSA Company and any other Wholly Owned Subsidiary of the Company that is formed for the sole purpose of engaging in Permitted Receivables Financings.

“Financial Covenant”: any of the Consolidated Interest Coverage Ratio, the Consolidated Leverage Ratio, the Consolidated Net Leverage Ratio and the Senior Secured Leverage Ratio.

“Flood Laws”: collectively, (i) the National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“Foreign Currencies”: (i) Euro and Pounds Sterling and (ii) such other currencies that the Company may from time to time request subject to the approval of the Administrative Agent and each Revolving Lender.

“Foreign Currency Revolving Loans”: as defined in Section 2.6(a).

“Foreign Guarantor”: as defined in Section 6.9(g)(ii).

“Foreign Loan Party”: each Foreign Subsidiary Borrower and each Foreign Guarantor.

“Foreign Subsidiary”: any Subsidiary of the Company that is not a Domestic Subsidiary.

“Foreign Subsidiary Borrower”: any Subsidiary Borrower which is a Foreign Subsidiary.

“Funded Debt”: as to any Person, all Indebtedness of such Person that matures more than one year from the date of its creation or matures within one year from such date but is renewable or extendible, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all current maturities and current sinking fund payments in respect of such Indebtedness whether or not required to be paid within one year from the date of its creation and, in the case of each Borrower, Indebtedness in respect of the Loans.

“Funding Office”: the office of the Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Company and the Lenders.

“GAAP”: generally accepted accounting principles in the United States as in effect from time to time, except that for purposes of the definition of “Applicable Prepayment Percentage” or any Financial Covenant, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements delivered pursuant to Section 4.1, provided that, if the Company notifies the Administrative Agent within one year after the effectiveness of any applicable Accounting Change (as defined below) that the Company requests an amendment to any provision hereof to eliminate the effect of such Accounting Change or in the application thereof on the operation of such provision (or if the Required Lenders notify the Company within one year after the effectiveness of any such Accounting Change that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such Accounting Change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. “Accounting Change” refers to a change after the date hereof in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

“Governmental Authority”: any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Granting Bank”: as defined in Section 10.6(d).

“Guarantee and Collateral Agreement”: the Amended and Restated Guarantee and Collateral Agreement dated as of May 12, 2017 (which amends and restates the Guarantee and Collateral Agreement dated as of March 22, 2012, as further amended and restated on December 8, 2014, to which the Loan Parties are parties) executed and delivered by each Borrower and each Subsidiary Guarantor pursuant to this Agreement, a copy of which as amended and supplemented to the date hereof is attached hereto as Exhibit A, as the same may be amended, supplemented or otherwise modified from time to time.

“Guarantee Obligation”: as to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which obligation the guaranteeing person has issued a reimbursement, counter indemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Company in good faith.

“Guarantors”: the collective reference to the Subsidiary Guarantors and any other Person that guarantees payment of all or a portion of the Obligations (including, for the avoidance of doubt, the Company and any Foreign Guarantor).

“Hart County Facility”: the facility formerly owned by TAOC located in Hart County, Georgia.

“Hart County Facility IDB Transaction”: (i) the transfer by TAOC of the Hart County Facility to the Hart County Industrial Building Authority in exchange for $42,000,000 of industrial development bond financing, (ii) the lease back by TAOC of the Hart County Facility and (iii) all related transactions.

“Hedge Agreements”: all interest rate swaps, caps, collar, forward, future or option agreements or similar arrangements dealing with interest rates, currency exchange rates, the exchange of nominal interest obligations or commodities, in each case either generally or under specific contingencies, or any other arrangement constituting a Swap Agreement.

“Immaterial Domestic Subsidiaries”: at any time, Domestic Subsidiaries of the Company having aggregate total assets (as determined in accordance with GAAP) in an amount of less than 5% of Consolidated Total Assets of the Company and its Domestic Subsidiaries as of the last day of the immediately preceding fiscal quarter for which financial statements are available. In the event that total assets of all Immaterial Domestic Subsidiaries exceed 5% of Consolidated Total Assets of the Company and its Domestic Subsidiaries as of the last day of the immediately preceding fiscal quarter for which financial statements are available, the Company will designate Domestic Subsidiaries which would otherwise constitute Immaterial Domestic Subsidiaries to be excluded as Immaterial Domestic Subsidiaries until such 5% threshold is met.

“Immaterial Foreign Subsidiaries”: at any time, Foreign Subsidiaries of the Company having aggregate total assets (as determined in accordance with GAAP) in an amount of less than 5% of Consolidated Total Assets of the Foreign Subsidiaries of the Company as of the last day of the immediately preceding fiscal quarter for which financial statements are available. In the event that total assets of all Immaterial Foreign Subsidiaries exceed 5% of Consolidated Total Assets of the Foreign Subsidiaries of the Company as of the last day of the immediately preceding fiscal quarter for which financial statements are available, the Company will designate Foreign Subsidiaries which would otherwise constitute Immaterial Foreign Subsidiaries to be excluded as Immaterial Foreign Subsidiaries until such 5% threshold is met.

“Immaterial Subsidiaries”: at any time, Subsidiaries of the Company (i) having aggregate total assets (as determined in accordance with GAAP) in an amount of less than 5% of Consolidated Total Assets of the Company and its Subsidiaries as of the last day of the immediately preceding fiscal quarter for which financial statements are available and (ii) contributing in the aggregate less than 5% to Consolidated EBITDA for the period of twelve consecutive fiscal months most recently ended for which financial statements are available. In the event that total assets of all Immaterial Subsidiaries exceed 5% of Consolidated Total Assets as of the last day of the immediately preceding fiscal quarter for which financial statements are available or the total contribution to Consolidated EBITDA of all Immaterial Subsidiaries exceeds 5% of Consolidated EBITDA for the relevant period, as the case may be, the Company will designate Subsidiaries which would otherwise constitute Immaterial Subsidiaries to be excluded as Immaterial Subsidiaries until such 5% thresholds are met.

“Incremental Facility”: as defined in Section 2.27.

“Incremental Tranche B Term Facility”: as defined in Section 2.27.

“Indebtedness”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than any such obligations incurred in the ordinary course of such Person’s business maturing less than one (1) year from the creation thereof), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments (other than an operating lease, synthetic lease or similar arrangement), (d) for the purposes of Sections 7.2 and 8(e) only, all indebtedness created or arising under any conditional sale or other title retention agreement (other than an operating lease) with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) for the purposes of Sections 7.2 and 8(e) only, all Capital Lease Obligations of such Person, provided that Capital Lease Obligations of such Person arising from Permitted Sale/Leasebacks shall be Indebtedness for purposes of any Financial Covenant and related defined terms, (f) for the purposes of Sections 7.2 and 8(e) only, all obligations of such Person, contingent or otherwise, as an account party under acceptances, surety bonds or similar arrangements (other than obligations arising out of endorsements of instruments for deposit or collection in the ordinary course of business), (g) all unpaid reimbursement obligations of such Person in respect of drawings under letters of credit and, for purposes of Sections 7.2 and 8(e) only, the face amount of all letters of credit issued for the account of such Person, (h) for the purposes of Sections 7.2 and 8(e) only, all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (f) above, (i) without limitation of the foregoing, all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, provided that the amount of any such obligation shall be deemed to be the lesser of the face principal amount thereof and the fair market value of the property subject to such Lien and (j) for the purposes of Sections 7.2 and 8(e) only, all obligations of such Person in respect of Hedge Agreements. Notwithstanding the foregoing, (i) obligations of the Company and its Subsidiaries in respect of bankers’ acceptances issued through joint ventures in the People’s Republic of China up to an aggregate amount at any time outstanding of $25,000,000 shall not constitute Indebtedness and (ii) overdrafts by the Company and its Subsidiaries in the ordinary course of business in connection with cash management (and not working capital) shall not constitute Indebtedness.

“Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Insolvent”: pertaining to a condition of Insolvency.

“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Interest Payment Date”: (a) as to any ABR Loan, the second Business Day of each January, April, July and October to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period, (d) as to any Overnight LIBOR Loan, on the last day of each interval of up to five Business Days (as specified by the applicable Borrower on the Borrowing Date) commencing from the date such Overnight LIBOR Loan is made and (e) as to any Loan (other than any Revolving Loan that is an ABR Loan and any ABR Swingline Loan), the date of any repayment or prepayment made in respect thereof.

“Interest Period”: as to any Eurodollar Loan, (i) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one week, or one, two, three or six months thereafter, as selected by the applicable Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto, or any other period agreed upon between the applicable Borrower and the Lenders; (ii) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one week or one, two, three or six months thereafter, as selected by the applicable Borrower by irrevocable notice to the Administrative Agent not later than 11:00 A.M., New York City time, in the case of Loans denominated in Dollars, and 11:00 A.M., London time, in the case of Foreign Currency Revolving Loans, three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(A) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(B) no Borrower may select an Interest Period under a particular Facility that would extend beyond the Revolving Termination Date, in the case of the Revolving Facility, or beyond the Tranche A Final Maturity Date, in the case of the Tranche A Term Facility;

(C) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month unless such Interest Period has a duration of less than one month; and

(D) the applicable Borrower shall select Interest Periods so as not to require a payment or prepayment of any Eurodollar Loan during an Interest Period for such Loan.

“Investments”: as defined in Section 7.8.

“IRS”: as defined in Section 2.21(e).

“ISP”: with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuing Lender”: (i) JPMCB, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Morgan Stanley Bank, N.A. and Wells Fargo Bank, N.A. or (ii) any other Lender (which may act through its affiliates) requested by the Company and reasonably acceptable to the Administrative Agent which agrees to act as an Issuing Lender hereunder, in each case its capacity as issuer of any Letter of Credit. Each reference herein to “Issuing Lender” shall be deemed to be a reference to the relevant Issuing Lender.

“Joinder Agreement”: as defined in Section 2.29(a).

“Joint Venture”: any Person in which the Company and/or its Subsidiaries hold less than a majority of the Capital Stock, and which does not constitute a Subsidiary of the Company, whether direct or indirect.

“JPMCB”: JPMorgan Chase Bank, N.A.

“Judgment Currency”: as defined in Section 10.22(b).

“L/C Commitment”: means, as to any Revolving Lender, the obligation of such Revolving Lender to issue Letters of Credit pursuant to Section 3 in an aggregate undrawn, unexpired face amount plus the aggregate unreimbursed drawn amount thereof at any time not to exceed the amount set forth under the heading “L/C Commitment” opposite such Revolving Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Revolving Lender becomes a party hereto, in each case, as the same may be changed from time to time pursuant to the terms hereof.

“L/C Exposure”: at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all payments, made by an Issuing Lender pursuant to a Letter of Credit, that have not yet been reimbursed by or on behalf of the applicable Borrower at such time. The L/C Exposure of any Lender at any time shall be, with respect to such Lender, such Lender’s applicable percentage of the total L/C Exposure at such time.

“L/C Fee Payment Date”: the second Business Day of each January, April, July or October and the last day of the Revolving Commitment Period.

“L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“L/C Participants”: with respect to any Letter of Credit issued by an Issuing Lender, the collective reference to all the Revolving Lenders other than the Issuing Lender with respect to such Letter of Credit.

“LCA Test Date”: as defined in Section 2.27.

“Lender Affiliate”: (a) with respect to any Lender (i) an Affiliate of such Lender or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by such Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Lenders”: as defined in the preamble hereto.

“Letters of Credit”: as defined in Section 3.1(a).

“LIBOR Swingline Commitment”: the obligation of the LIBOR Swingline Lender to make LIBOR Swingline Loans pursuant to Section 2.8 in an aggregate principal amount at any one time outstanding not to exceed $50,000,000.

“LIBOR Swingline Lender”: Wells Fargo Bank, N.A., in its capacity as the lender of LIBOR Swingline Loans.

“LIBOR Swingline Loans”: as defined in Section 2.8.

“Lien”: any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“Limited Conditionality Acquisition”: any acquisition, including by way of merger, amalgamation or consolidation, by one or more of the Company and its Subsidiaries, of any assets, business or Person permitted by this Agreement, the consummation of which is not expressly subject to a condition precedent that requires the availability of, or obtaining, debt or equity financing from a third party.

“Loan”: any loan made by any Lender pursuant to this Agreement.

“Loan Documents”: this Agreement, the Security Documents and the Notes, as the same may be amended, modified or supplemented from time to time.

“Loan Parties”: each Borrower and each Subsidiary of the Company that is a party to a Loan Document.

“Local Time”: means (i) New York City time in the case of a Loan, Borrowing disbursement denominated in Dollars and (ii) London time in the case of a Loan, Borrowing disbursement denominated in a Foreign Currency (or any such other local time as otherwise notified to or communicated by the Administrative Agent).

“London Funding Office”: the Administrative Agent’s office located at 25 Bank Street, Canary Wharf, London, E14 5JP, or such other office in London as may be designated by the Administrative Agent by written notice to the Company and the Lenders.

“Majority Facility Lenders”: with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Total Revolving Extensions of Credit (excluding Revolving Extensions of Credit held by Defaulting Lenders) under the Revolving Facility or the aggregate unpaid principal amount of the Tranche A Term Loans, as the case may be, outstanding under such Facility or in the case of the Revolving Facility, prior to any termination of the Revolving Commitments, the holders (other than Defaulting Lenders) of more than 50% of the Total Revolving Commitments (excluding Revolving Commitments of Defaulting Lenders).

“Material Adverse Effect”: a material adverse effect on (a) the Transaction or (b) the business, property, operations or financial condition of the Company and its Subsidiaries taken as a whole.

“Materials of Environmental Concern”: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

“Maximum Rate”: as defined in Section 10.20.

“MIRE Event”: if there are any Mortgaged Properties at such time, any increase, extension or renewal of any of the Commitments or Loans (including any Incremental Facilities hereunder, but excluding (i) any continuation or conversion of borrowings, (ii) the making of any Loan or (iii) the issuance, renewal or extension of Letters of Credit).

“Moody’s”: as defined in the definition of “Cash Equivalents”.

“Mortgaged Properties”: the real properties subject to the Mortgages designated in Schedule 1.1B and any other real properties required to be mortgaged pursuant to Section 6.9.

“Mortgages”: each of the mortgages and deeds of trust described in Schedule 1.1B and each other mortgage or deed of trust made on or after the Closing Date by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Lenders, substantially in the form delivered under the Existing Credit Agreement (with such changes thereto as shall be advisable under the law of the jurisdiction in which such mortgage or deed of trust is to be recorded), as the same may be amended, supplemented or otherwise modified from time to time.

“Multiemployer Plan”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds”: (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Recovery Event, net of attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (b) in connection with any issuance or sale of Capital Stock or any incurrence of Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other fees and expenses actually incurred in connection therewith.

“New Indebtedness”: as defined in the definition of “Consolidated Leverage Ratio”.

“New York Process Agent”: as defined in Section 10.12(b).

“Non-Excluded Taxes”: Taxes, other than Taxes that are (i) income taxes and franchise taxes (imposed on the overall net income of the recipient) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document), (ii) attributable to a Lender’s failure to comply with the requirements of paragraph (e) or (f) of Section 2.21, (iii) United States withholding taxes imposed on amounts payable to a Lender at the time the Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from a Borrower pursuant to Section 2.21 or (iv) United States withholding Taxes imposed pursuant to FATCA.

“Non-Extension Notice Date”: as defined in Section 3.1(a).

“Non-U.S. Lender”: as defined in Section 2.21(e).

“Notes”: the collective reference to any promissory note evidencing Loans.

“Notice of Designation”: as defined in Section 2.29(a).

“Notice Period”: as defined in Section 2.30.

“NYFRB”: the Federal Reserve Bank of New York.

“NYFRB Rate”: for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day

that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m., New York City time, on such day received to the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Objecting Lender”: as defined in Section 2.29(b).

“Obligations”: the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrowers, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrowers to the Administrative Agent or to any Lender (or, in the case of Hedge Agreements or Cash Management Obligations, any affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document (including, for the avoidance of doubt, any guarantee of Cash Management Obligations and Lender Hedge Agreements (as defined in the Guarantee and Collateral Agreement) in each case arising under Section 2.1(f) of the Guarantee and Collateral Agreement), the Letters of Credit, Cash Management Obligations, any Hedge Agreement entered into with any Lender or any affiliate of any Lender or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrowers pursuant hereto) or otherwise.

“Other Taxes”: any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder (exclusive of any franchise tax or any tax assessment on the overall net income of a recipient) or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Overnight Bank Funding Rate”: for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“Overnight LIBOR Rate”: the overnight rate for Dollars determined by the Administrative Agent from such service as the Administrative Agent may select (or, in the case of LIBOR Swingline Loans, the overnight rate for Dollars determined by the LIBOR Swingline Lender from such service as the LIBOR Swingline Lender may select); provided that if such overnight rate for Dollars shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Overnight LIBOR Loans”: Loans the rate of interest applicable to which is based upon the Overnight LIBOR Rate.

“Participant”: as defined in Section 10.6(b).

“Participant Register”: as defined in Section 10.6(b).

“Participating Member State”: each state so described in any EMU legislation.

“Patriot Act”: the USA Patriot Act, Title III of Pub. L. 107-56, signed into law on October 26, 2001 or any subsequent legislation that amends, supplements or supersedes such Act.

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Permitted Receivables Financing”: (a) (i) any sale by the Company or a Domestic Subsidiary of accounts receivable and related assets under a factoring agreement that is intended to be (and which shall be treated for the purposes hereof as) a true sale transaction with customary limited recourse based upon the collectibility of the receivables sold, without any guarantee by the Company or any other Subsidiary thereof and (ii) any sale by the Company or a Domestic Subsidiary of accounts receivable and related assets to a Finance Subsidiary intended to be (and which shall be treated for the purposes hereof as) a true sale transaction with customary limited recourse based upon the collectibility of the receivables sold and the corresponding sale or pledge of such accounts receivable and related assets (or an interest therein) by the Finance Subsidiary, in each case without any guarantee by the Company or any other Subsidiary thereof (other than by such Finance Subsidiary), provided, however, that the terms, conditions and structure (including the legal and organizational structure of the Finance Subsidiary (if any) and the restrictions imposed on its activities) of and the documentation incident to any such transactions entered into after the date hereof must be reasonably acceptable to the Administrative Agent, provided that the terms, conditions and structure of and the amendment documentation incident to any Existing Receivables Financing and any further amendments, waivers, supplements, extensions, renewals or other modifications to the terms, conditions and structure of such Permitted Receivables Financings, are and will be deemed to be acceptable to the Administrative Agent, so long as such modifications do not expand the scope of the assets transferred to the Finance Subsidiary included in such Existing Receivables Financing or change the legal or organizational structure of the Finance Subsidiary, including the special purpose nature of its activities, except as may be permitted in the underlying documentation for such Existing Receivables Financing as in effect as of the date hereof and (b) any sale or financing by any Foreign Subsidiary to or with local buyers or lenders of accounts receivable and related assets in the ordinary course of business, in each case without any guarantee by the Company or any Domestic Subsidiary. The aggregate principal amount of the proceeds received from parties outside of the Company’s consolidated group and which remains outstanding in all transactions described in the preceding clauses (a) and (b) will not exceed $600,000,000 at any time and from time to time. In addition to accounts receivables and their proceeds, the related assets transferred in a Permitted Receivables Financing may include (i) any collateral for transferred receivables (other than any interest in goods the sale of which gave rise to such receivables) and any agreements supporting or securing payment of transferred receivables, (ii) any service contracts or other agreements associated with such receivables and records relating to such receivables, (iii) any bank account or lock box maintained primarily for the purpose of receiving collections of transferred receivables and (iv) proceeds of all of the foregoing.

“Permitted Refinancing Indebtedness”: with respect to any Indebtedness (the “Original Indebtedness”) of the Company, Indebtedness (“Refinancing Indebtedness”) of the Company which satisfies the following conditions: (i) if the Original Indebtedness is subordinated in right of payment to the Obligations, the Refinancing Indebtedness (including permitted guarantees thereof described in clause (v) below) is at least as subordinated in right of payment and otherwise to the Obligations as is the Original Indebtedness, (ii) if the Original Indebtedness is secured, the Refinancing Indebtedness is unsecured or, if the Refinancing Indebtedness is secured, the intercreditor arrangements with respect to such Refinancing Indebtedness (including subordination of liens) are at least as favorable to the holders of the Obligations as are those applicable to the Original Indebtedness, (iii) the principal amount of the Refinancing Indebtedness is no greater than the sum of the principal amount of the Original Indebtedness being refinanced plus any fees and premiums arising in connection with such refinancing, (iv) the Refinancing Indebtedness has no required (scheduled and mandatory) principal payments prior to the date which is 91 days after the Tranche A Final Maturity Date (or, if later, 91 days after the then scheduled final maturity date of any Incremental Facility) (other than pursuant to change of control and asset sale covenants substantially similar to those in the Original Indebtedness or that, in the reasonable judgment of the Company, are at least as favorable to the Company and its Subsidiaries as are the corresponding terms of similar Indebtedness issued by similarly-situated issuers after taking into account the then-prevailing market conditions) and (v) if required to be guaranteed, the Refinancing Indebtedness is guaranteed only by Subsidiaries which have guaranteed payment of the Obligations pursuant to subordination (if applicable) and guarantee provisions at least as favorable to the holders of the Obligations as are those in the Original Indebtedness.

“Permitted Sale/Leasebacks”: as defined in Section 7.11.

“Person”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Plan”: at a particular time, any “employee benefit plan” (as defined by Section 3(3) of ERISA) that is subject to Title IV of ERISA and in respect of which the Company or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pounds Sterling”: the lawful currency of the United Kingdom of Great Britain and Northern Ireland.

“Pricing Grid”: the pricing grid attached hereto as Annex A.

“Properties”: as defined in Section 4.17(a).

“Proposed Foreign Subsidiary Borrower”: as defined in Section 2.29(b).

“Qualified Capital Stock”: Capital Stock of the Company in respect of which no scheduled, mandatory or required payments are due (other than payments in kind) prior to the date which is 91 days after the Tranche A Final Maturity Date (or, if later, 91 days after the then scheduled final maturity date of any Incremental Facility).

“Recovery Event”: any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of the Company or any of its Subsidiaries.

“Refunded Swingline Loans”: as defined in Section 2.9.

“Register”: as defined in Section 10.6(e).

“Regulation U”: Regulation U of the Board as in effect from time to time.

“Reimbursement Obligation”: the obligation of the applicable Borrower to reimburse an Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.

“Reinvestment Deferred Amount”: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by the Company or any of its Subsidiaries in connection therewith that are not applied to prepay the Term Loans pursuant to Section 2.13(b) as a result of the delivery of a Reinvestment Notice.

“Reinvestment Event”: any Asset Sale or Recovery Event resulting in the receipt of Net Cash Proceeds by the Company or a Subsidiary in respect of which the Company has delivered a Reinvestment Notice.

“Reinvestment Notice”: a written notice executed by a Responsible Officer stating that no Event of Default has occurred and is continuing and that the Company (directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire assets useful in its business. The Company may deliver a Reinvestment Notice quarterly after the end of each applicable fiscal quarter with the Compliance Certificate delivered pursuant to Section 6.2(b) rather than at the time of receipt of the related Net Cash Proceeds.

“Reinvestment Prepayment Amount”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire assets useful in the Company’s business.

“Reinvestment Prepayment Date”: with respect to any Reinvestment Event, the earlier of (a) the date occurring 12 months after such Reinvestment Event and (b) the date on which the Company shall have determined not to acquire assets useful in the Company’s business with all or any portion of the relevant Reinvestment Deferred Amount.

“Replacement Term Loan”: as defined in Section 10.1(b)(ii).

“Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

“Required Lenders”: at any time, the holders (other than Defaulting Lenders) of more than 50% of the sum of (i) the aggregate unpaid principal amount of the Term Loans (excluding Term Loans held by Defaulting Lenders) then outstanding and (ii) the Total Revolving Commitments (excluding Revolving Commitments of Defaulting Lenders) then in effect or, if the Revolving Commitments have been terminated, the Total Revolving Extensions of Credit (excluding Revolving Extensions of Credit held by Defaulting Lenders) then outstanding.

“Requirement of Law”: as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Reset Date”: as defined in Section 2.25(a).

“Responsible Officer”: the chief executive officer, president or chief financial officer of the Company or any other applicable Loan Party, but in any event, with respect to financial matters, the chief financial officer, Treasurer and Controller of the Company or such Loan Party, as the case may be.

“Restricted Payments”: as defined in Section 7.6.

“Revolving Commitment”: as to any Revolving Lender, the obligation of such Revolving Lender, if any, to make Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount (based on, in the case of Foreign Currency Revolving Loans, the Dollar Equivalent of such Foreign Currency Revolving Loans) not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The initial amount of the Total Revolving Commitments is $1,600,000,000.

“Revolving Commitment Period”: the period from and including the Closing Date to the Revolving Termination Date.

“Revolving Extensions of Credit”: as to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount (based on, in the case of Foreign Currency Revolving Loans, the Dollar Equivalent of such Foreign Currency Revolving Loans) of all Revolving Loans held by such Lender then outstanding, (b) such Lender’s L/C Exposure and (c) such Lender’s Swingline Exposure.

“Revolving Facility”: the Revolving Commitments and the extensions of credit made thereunder.

“Revolving Lender”: each Lender that has a Revolving Commitment or that holds Revolving Loans, including each Lender that became a party hereto as of the Closing Date.

“Revolving Loans”: as defined in Section 2.6(a).

“Revolving Percentage”: as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments (or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Extensions of Credit then outstanding constitutes of the aggregate principal amount of the Revolving Extensions of Credit then outstanding).

“Revolving Termination Date”: the date which is the earlier to occur of (a) the fifth anniversary of the Closing Date and (b) the date on which the Revolving Commitments are terminated.

“Sanctioned Country”: at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, Sudan, Syria and Crimea).

“Sanctioned Person”: at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or by the United National Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

“Sanctions”: economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or (b) the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority.

“S&P”: as defined in the definition of “Cash Equivalents”.

“SEC”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“Security Documents”: the collective reference to the Guarantee and Collateral Agreement, the Mortgages and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

“Senior Secured Leverage Ratio”: as of the last day of any period, the ratio of (x) the sum of all outstanding Indebtedness under this Agreement, any other secured Indebtedness of the Company and its Subsidiaries and Capital Lease Obligations plus the Domestic Receivables Program Amount as of such day to (y) Consolidated EBITDA for such period. Notwithstanding the foregoing, in the event that the Company or a Subsidiary has entered into an operating lease in connection with a Permitted Sale/Leaseback then for purposes of calculating the Senior Secured Leverage Ratio on any day, the amount described in clause (x) shall be deemed to be increased by the remaining unamortized principal component of such operating lease (as determined based on

the applicable schedule setting forth the components of lease payments delivered pursuant to Section 7.11). For purposes of calculating the Senior Secured Leverage Ratio, any New Indebtedness incurred to refinance Existing Indebtedness shall be excluded, as long as and to the extent (i) such Existing Indebtedness shall still be outstanding as of the calculation date and shall have been counted for purposes of calculating the Senior Secured Leverage Ratio, (ii) the Company shall have begun a tender offer or solicitation to purchase such Existing Indebtedness or shall have irrevocably called such Existing Indebtedness for payment and (iii) proceeds of such New Indebtedness are used to repay the Existing Indebtedness within sixty (60) days after the incurrence thereof.

“Single Employer Plan”: any Plan that is not a Multiemployer Plan.

“Solvent”: when used with respect to any Person, means that, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature in the ordinary course of business. For purposes of this definition, (i) “debt” means liability on a “claim,” and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“SPC”: as defined in Section 10.6(d).

“Special Purpose Finance Subsidiary”: a special purpose entity organized under the laws of any state of the United States of America that is formed by the Company or any of its Subsidiaries for the purpose of incurring Indebtedness the proceeds of which will be placed in escrow, pending the use of such proceeds, to effect transactions that at the time such proceeds are released from escrow are permitted hereunder.

“Specified Change of Control”: a “Change of Control” (however denominated) as defined in any Unsecured Note Agreement or in any other instrument or agreement evidencing or creating Indebtedness with an aggregate principal amount of $75,000,000 or more.

“Stub Debt”: debentures of the Company and its Subsidiaries issued and outstanding on the date hereof and described in the financial statements of the Company referred to in Section 4.1.

“Subsidiary”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary

voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified (i) all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Company and (ii) each Finance Subsidiary shall be deemed not to be a Subsidiary of the Company for purposes of Sections 7.2, 7.3, 7.4, 7.5, 7.10 and 7.13 or the definition of Immaterial Domestic Subsidiaries. The term “Subsidiary” shall not include any Special Purpose Finance Subsidiary for purposes of Section 7.1 only for so long as the proceeds of the Indebtedness incurred by such Special Purpose Finance Subsidiary are held in escrow.

“Subsidiary Borrower”: (i) TAOC and (ii) any Subsidiary of the Company that becomes a party hereto pursuant to Section 2.29 until such time as such Subsidiary Borrower is removed as a party hereto pursuant to Section 2.29.

“Subsidiary Guarantor”: each Subsidiary of the Company other than any Excluded Subsidiary.

“Subsidiary Holding Company”: as defined in Section 7.4(b).

“Supplemental Cash Management Obligations”: obligations of the Company and its Subsidiaries in respect of working capital and long term credit agreements, bank issued guarantees, credit facilities supporting letters of credit and/or bank issued guarantees, any arrangements relating to bilateral letters of credit (including standby and documentary letters of credit) and bank guarantees, demand deposit and trust or operating account relationships, in each case provided by any Lender (or any Affiliate of a Lender) in an aggregate amount of up to $225,000,000 at any time. Notwithstanding the foregoing (i) an obligation shall constitute a Supplemental Cash Management Obligation only if the Company has designated such obligation as a Supplemental Cash Management Obligation in writing to the Administrative Agent (a copy of which the Administrative Agent shall promptly provide to the Lenders), (ii) no obligation shall constitute a Supplemental Cash Management Obligation if its treatment as such would violate any material Contractual Obligation of the Company and its Subsidiaries and (iii) no more than $225,000,000 of obligations shall constitute Supplemental Cash Management Obligations at any time (subject to the operation of Section 1.2(g) and clause (B) of the definition of Cash Management Obligations).

“Swap”: any agreement, contract, or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swap Agreement”: any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Company or any of its Subsidiaries shall be a “Swap Agreement”.

“Swap Obligation”: with respect to any person, any obligation to pay or perform under any Swap.

“Swingline Exposure”: means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be the sum of (a) such Lender’s applicable percentage of the total Swingline Exposure at such time related to Swingline Loans other than any Swingline Loans made by such Lender in its capacity as a Swingline Lender and (b) if such Lender shall be a Swingline Lender, the principal amount of all Swingline Loans made by such Lender outstanding at such time (to the extent that the other Lenders shall not have funded their participations in such Swingline Loans).

“Swingline Lenders”: each ABR Swingline Lender and each LIBOR Swingline Lender.

“Swingline Loans”: each ABR Swingline Loan and each LIBOR Swingline Loan.

“Swingline Participation Amount”: as defined in Section 2.9.

“Syndication Agents”: as defined in the preamble hereto.

“2024 Notes”: as defined in Section 7.2(f).

“2026 Notes”: as defined in Section 7.2(f).

“TAOC”: as defined in the preamble hereto.

“Taxes”: all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Lenders”: the Tranche A Term Lenders and any other Lender which holds a Term Loan.

“Term Loans”: the Tranche A Term Loans and any term loans made under an Incremental Facility.

“Total Revolving Commitments”: at any time, the aggregate amount of the Revolving Commitments then in effect. The Total Revolving Commitments may be increased or reduced from time to time pursuant to Sections 2.27 and 2.11, respectively.

“Total Revolving Extensions of Credit”: at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Lenders outstanding at such time.

“Tranche A Final Maturity Date”: the date which is the fifth anniversary of the Closing Date.

“Tranche A Term Commitment”: as to any Tranche A Term Lender, the obligation of such Tranche A Term Lender to make a Tranche A Term Loan to the Borrower pursuant to Section 2.3.

“Tranche A Term Lender”: each Lender that holds a Tranche A Term Loan or a Tranche A Term Commitment.

“Tranche A Term Loan”: as defined in Section 2.3. The initial aggregate amount of the Tranche A Term Loans is $400,000,000, and on the Closing Date, each Tranche A Term Lender will hold a Tranche A Term Loan in an amount equal to the amount set forth opposite its name on Schedule 1.1A, or as may subsequently be set forth in the Register from time to time, as the same may be adjusted from time to time pursuant to this Agreement.

“Tranche A Term Percentage”: as to any Tranche A Term Lender at any time, the percentage which the aggregate principal amount of such Lender’s Tranche A Term Loan then outstanding constitutes of the aggregate principal amount of all of the Tranche A Term Loans then outstanding.

“Transaction”: the entering into, and creating security interests in Collateral under, the Loan Documents and the use of the proceeds of the Loans in connection with the amendment and restatement of the Existing Credit Agreement pursuant thereto.

“Transferee”: any Assignee or Participant.

“Treaty”: the Treaty establishing the European Economic Community, being the Treaty of Rome of March 25, 1957 as amended by the Single European Act 1986 and the Maastricht Treaty (which was signed on February 7, 1992 and came into force on November 1, 1993) and as may from time to time be further amended, supplemented or otherwise modified.

“Type”: as to any Loan, its nature as an ABR Loan, a Eurodollar Loan or an Overnight LIBOR Loan.

“UCP”: with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

“U.K. Swingline Loan”: as defined in Section 2.8.

“United States” and “U.S.”: the United States of America.

“Unsecured Note Agreement”: any indenture, credit agreement or similar document governing any Unsecured Notes, and all material related agreements.

“Unsecured Notes”: unsecured Indebtedness of the Company permitted by Section 7.2(f) or (l).

“U.S. Swingline Loan”: as defined in Section 2.8.

“Wholly Owned Subsidiary”: as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

“Wholly Owned Subsidiary Guarantor”: any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Company.

“Write-Down and Conversion Powers”: with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.2 Other Definitional Provisions. (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to the Company and its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), and (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights.

(c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(e) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein.

(f) Pro forma calculations required to be made pursuant to this Agreement shall be made in accordance with the assumptions believed by the Company to be reasonable and factually supportable and to give effect to actions and results that are expected to occur within a

reasonable period of time after the occurrence of the event requiring such pro forma calculations. The Company will provide to the Administrative Agent a reasonably detailed description of such pro forma calculations (including the assumptions therefor).

(g) Notwithstanding anything to the contrary herein, no Default shall arise as a result of any limitation set forth in Dollars in Section 7 (or in any defined term used therein) being exceeded solely as a result of changes in currency exchange rates from the currency exchange rates applicable at the time or times the related transaction was entered into or designated as a Cash Management Obligation or Supplemental Cash Management Obligation, as applicable; provided that, for purposes of determining whether a new transaction or designation complies with any such limitation set forth in Dollars in Section 7 (or in any defined term used therein), the then current currency exchange rates shall be applied to all previous transactions or designations made in reliance on such limitation.

(h) The headings, subheadings and table of contents used herein or in any other Loan Document are solely for convenience of reference and shall not constitute a part of any such document or affect the meaning, construction or effect of any provision thereof.

1.3 Currency Conversion.

(a) If more than one currency or currency unit are at the same time recognized by the central bank of any country as the lawful currency of that country, then (i) any reference in the Loan Documents to, and any obligations arising under the Loan Documents in, the currency of that country shall be translated into or paid in the currency or currency unit of that country designated by the Administrative Agent and (ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognized by the central bank for conversion of that currency or currency unit into the other, rounded up or down by the Administrative Agent as it deems appropriate in its reasonable discretion.

(b) If a change in any currency of a country occurs, this Agreement shall be amended (and each party hereto agrees to enter into any supplemental agreement necessary to effect any such amendment) to the extent that the Administrative Agent determines such amendment to be necessary to reflect the change in currency and to put the Lenders and the Loan Parties in the same position, so far as possible, that they would have been in if no change in currency had occurred.

SECTION 2. AMOUNT AND TERMS OF LOANS AND COMMITMENTS

2.1 [RESERVED].

2.2 [RESERVED].

2.3 Tranche A Term Commitments. Subject to the terms and conditions hereof, each Tranche A Term Lender severally agrees to make a term loan denominated in Dollars (a “Tranche A Term Loan”) to the Borrower on the Closing Date in the amount set forth under the heading “Tranche A Term Loan” opposite such Tranche A Term Lender’s name on Schedule 1.1A. The Tranche A Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.4 and 2.14.

2.4 Procedure for Tranche A Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, one Business Day prior to the anticipated Closing Date in the case of ABR Loans or three Business Days prior to the anticipated Closing Date in the case of Eurodollar Loans (provided that any such notice delivered in respect of a borrowing of Eurodollar Loans in Dollars on the Closing Date may be delivered prior to 12:00 Noon, New York City time, two Business Days prior to the Closing Date)) requesting that the Tranche A Term Lenders make the Tranche A Term Loans on the Closing Date and specifying (i) the amount and the Type of Loans to be borrowed, (ii) the anticipated Closing Date and (iii) in the case of Eurodollar Loans, the respective amounts of such Type of Loan and the respective lengths of the initial Interest Period therefor. Each such borrowing shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of such notice of borrowing the Administrative Agent shall promptly notify each Tranche A Term Lender thereof. Each Tranche A Term Lender will make the amount of its Tranche A Term Loan available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 2:00 p.m., New York City time, on the Closing Date. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Tranche A Term Lenders and in like funds as received by the Administrative Agent.

2.5 Repayment of Tranche A Term Loans. The Tranche A Term Loan of each Tranche A Term Lender shall be payable in 20 consecutive quarterly installments, commencing September 30, 2017, each of which shall be in an amount equal to such Lender’s Tranche A Term Percentage multiplied by the amount set forth below opposite each installment:

Installment	Amount
September 30, 2017	$	5,000,000
December 31, 2017	$	5,000,000
March 31, 2018	$	5,000,000
June 30, 2018	$	5,000,000
September 30, 2018	$	5,000,000
December 31, 2018	$	5,000,000
March 31, 2019	$	5,000,000
June 30, 2019	$	5,000,000
September 30, 2019	$	7,500,000
December 31, 2019	$	7,500,000
March 31, 2020	$	7,500,000
June 30, 2020	$	7,500,000
September 30, 2020	$	10,000,000
December 31, 2020	$	10,000,000
March 31, 2021	$	10,000,000
June 30, 2021	$	10,000,000
September 30, 2021	$	10,000,000
December 31, 2021	$	10,000,000
March 31, 2022	$	10,000,000
Tranche A Final Maturity Date	$	260,000,000

2.6 Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees (i) to make revolving credit loans denominated in Dollars (“Dollar Revolving Loans”) to the Borrowers and (ii) to make revolving credit loans denominated in one or more Foreign Currencies (“Foreign Currency Revolving Loans”; together with the Dollar Revolving Loans, the “Revolving Loans”) to the Borrowers, in each case from time to time at such Borrower’s request during the Revolving Commitment Period in an aggregate principal amount (based on, in the case of Foreign Currency Revolving Loans, the Dollar Equivalent of such Foreign Currency Revolving Loans) at any one time outstanding which, when added to such Lender’s Revolving Percentage of the sum of (i) the L/C Obligations with respect to Letters of Credit then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period each Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Dollar Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.7 and/or 2.14. The Foreign Currency Revolving Loans shall be Eurodollar Loans.

(b) Each Borrower shall repay all outstanding Revolving Loans made to such Borrower on the Revolving Termination Date; provided, for the avoidance of doubt, that nothing in this Section 2.6(b) creates any obligation for (i) any Foreign Subsidiary Borrower to repay any Obligation of any Domestic Borrower or (ii) any Domestic Borrower to repay any Obligation of any Foreign Subsidiary Borrower.

2.7 Procedure for Revolving Loan Borrowing.

(a) Each Borrower may borrow Dollar Revolving Loans under the Revolving Commitments during the Revolving Commitment Period on any Business Day prior to the Revolving Termination Date, provided that such Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent (a) prior to 12:00 Noon, New York City time, three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans (provided that any such notice delivered in respect of a borrowing of Eurodollar Loans in Dollars on the Closing Date may be delivered prior to 12:00 Noon, New York City time, two Business Days prior to the Closing Date), or (b) prior to 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and the Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of such Type of Loan and the respective lengths of the initial Interest Period therefor. Each such borrowing of Dollar Revolving Loans shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Revolving Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided, that the Swingline Lenders and the Issuing Lenders may request, on behalf of the applicable Borrower, borrowings of Dollar Revolving Loans under the Revolving Commitments that are ABR Loans (or, in the case of LIBOR Swingline Loans, Eurodollar Loans) in other amounts pursuant to Section 2.9(c) and the proviso of Section 3.5, respectively. Upon receipt of any such notice of borrowing under the Revolving Facility from a Borrower, the Administrative Agent shall promptly notify each Lender under the Revolving Facility thereof. In the case of a borrowing under the Revolving Facility, each Revolving Lender will make the amount of its Revolving Percentage of such borrowing of Dollar Revolving Loans available to the Administrative Agent for the account of such Borrower at the Domestic Funding Office prior to 2:00 p.m., New York City time, on the Borrowing Date requested by such Borrower or requested by a Swingline Lender or an Issuing Lender on behalf of the applicable Borrower as contemplated by the second preceding sentence in funds immediately available to the Administrative Agent. Such borrowing will then be made available to such Borrower by the Administrative Agent crediting the account of such Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent.

(b) Each Borrower may borrow Foreign Currency Revolving Loans under the Revolving Commitments during the Revolving Commitment Period on any Business Day prior to the Revolving Termination Date, provided that such Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 A.M., London time, three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans) specifying (i) the amount and the Type of Foreign Currency Revolving Loans to be borrowed and the Foreign Currency with respect thereto, (ii) the requested Borrowing Date and (iii) the initial Interest Periods with respect thereto. Upon receipt of any such notice of borrowing under the Revolving Facility from a Borrower, the Administrative Agent shall promptly notify each Lender under the Revolving Facility thereof. Each borrowing of Foreign Currency

Revolving Loans shall be in a minimum amount equal to the Applicable Minimum Amount for the relevant Foreign Currency. Each Lender shall make the amount of its Revolving Percentage of such borrowing of Foreign Currency Revolving Loans available to the Administrative Agent for the account of the relevant Borrower by wire transfer of immediately available funds in the relevant Foreign Currency by 12:00 Noon, London time, on the Borrowing Date requested by such Borrower to the account of the Administrative Agent most recently designated by it for such purposes by notice to the Lenders. The Administrative Agent will make such Foreign Currency Revolving Loans available to the relevant Borrower promptly crediting the amounts so received, in like funds, to the account of the relevant Borrower specified in such notice of borrowing from such Borrower.

(c) Each Lender may, at its option, make any Loan available to any Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of such Borrower to repay such Loan in accordance with the terms of this Agreement.

2.8 Swingline Commitments. (a) Subject to the terms and conditions hereof, the ABR Swingline Lender agrees to make a portion of the credit otherwise available to a Borrower under the Revolving Commitments by making swing line loans to such Borrower in the United Kingdom (“U.K. Swingline Loans”) or in the United States (“U.S. Swingline Loans” and, together with U.K. Swingline Loans, the “ABR Swingline Loans”) in Dollars; provided that the aggregate principal amount of ABR Swingline Loans made by the ABR Swingline Lender will not result in (i) the aggregate principal amount of outstanding ABR Swingline Loans made by the ABR Swingline Lender exceeding the ABR Swingline Lender’s ABR Swingline Commitment, or (ii) the ABR Swingline Lender’s Revolving Extensions of Credit exceeding its Revolving Commitment, provided further that no Borrower shall request, and the ABR Swingline Lender shall not make, any ABR Swingline Loan if, after giving effect to the making of such ABR Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, each Borrower may use the ABR Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. U.S. Swingline Loans shall be ABR Loans only. U.K. Swingline Loans shall be Overnight LIBOR Loans only.

(b) Subject to the terms and conditions hereof, the LIBOR Swingline Lender agrees to make a portion of the credit otherwise available to a Borrower under the Revolving Commitments by making swing line loans to such Borrower in the United States in Dollars (the “LIBOR Swingline Loans”); provided that the aggregate principal amount of LIBOR Swingline Loans made by the LIBOR Swingline Lender will not result in (i) the aggregate principal amount of outstanding LIBOR Swingline Loans made by the LIBOR Swingline Lender exceeding the LIBOR Swingline Lender’s LIBOR Swingline Commitment, or (ii) the LIBOR Swingline Lender’s Revolving Extensions of Credit exceeding its Revolving Commitment, provided further that no Borrower shall request, and the LIBOR Swingline Lender shall not make, any LIBOR Swingline Loan if, after giving effect to the making of such LIBOR Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, each Borrower may use the LIBOR Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. LIBOR Swingline Loans shall be Overnight LIBOR Loans only.

(c) The applicable Borrower shall repay to the applicable Swingline Lender the then unpaid principal amount of each Swingline Loan no later than the Revolving Termination Date; provided, for the avoidance of doubt, that nothing in this Section 2.8(b) creates any obligation for (i) any Foreign Subsidiary Borrower to repay any Obligation of any Domestic Borrower or (ii) any Domestic Borrower to repay any Obligation of any Foreign Subsidiary Borrower.

2.9 Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a)Whenever a Borrower desires that the ABR Swingline Lender make ABR Swingline Loans, it shall give the ABR Swingline Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the ABR Swingline Lender not later than 1:00 p.m. New York City time (in the case of U.S. Swingline Loans) or 1:00 p.m. London time (in the case of U.K. Swingline Loans), on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period). Each borrowing under the ABR Swingline Commitment shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00 p.m. New York City time (in the case of U.S. Swingline Loans) or 3:00 p.m. London time (in the case of U.K. Swingline Loans), on the Borrowing Date specified in a notice in respect of ABR Swingline Loans, the ABR Swingline Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the ABR Swingline Loan to be made by the ABR Swingline Lender. The Administrative Agent shall make the proceeds of such ABR Swingline Loan available to the applicable Borrower on such Borrowing Date by depositing such proceeds in the account of the applicable Borrower with the Administrative Agent on such Borrowing Date in immediately available funds.

(b) Whenever a Borrower desires that the LIBOR Swingline Lender make LIBOR Swingline Loans, it shall give the Administrative Agent and the LIBOR Swingline Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Administrative Agent and the LIBOR Swingline Lender not later than 12:30 p.m. New York City time on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period). Each borrowing under the LIBOR Swingline Commitment shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00 p.m. New York City time on the Borrowing Date specified in a notice in respect of LIBOR Swingline Loans, the LIBOR Swingline Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the LIBOR Swingline Loan to be made by the LIBOR Swingline Lender. The Administrative Agent shall make the proceeds of such LIBOR Swingline Loan available to the applicable Borrower on such Borrowing Date by depositing such proceeds in the account of the applicable Borrower with the Administrative Agent on such Borrowing Date in immediately available funds.

(c) Each Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the applicable Borrower (which hereby irrevocably directs each Swingline Lender to act on its behalf), on one Business Day’s notice given by such Swingline Lender no later than 12:00 Noon, New York City time, request each Revolving Lender to make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving Lender’s Revolving Percentage of the aggregate amount of the Swingline Loans made

by such Swingline Lender (the “Refunded Swingline Loans”) outstanding on the date of such notice, to repay such Swingline Lender. Each Revolving Lender shall make the amount of such Revolving Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 a.m., New York City time, one Business Day after the date of such notice. The proceeds of such Revolving Loans shall be immediately made available by the Administrative Agent to such Swingline Lender for application by such Swingline Lender to the repayment of the Refunded Swingline Loans. Each Borrower irrevocably authorizes each Swingline Lender to charge such Borrower’s accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swingline Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such Refunded Swingline Loans; provided, for the avoidance of doubt, that nothing in this Section 2.9(c) creates any obligation for (i) any Foreign Subsidiary Borrower to repay any Obligation of any Domestic Borrower or (ii) any Domestic Borrower to repay any Obligation of any Foreign Subsidiary Borrower.

(d) If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.9(c), one of the events described in Section 8(f) shall have occurred and be continuing with respect to the applicable Borrower or if for any other reason, as determined by the applicable Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.9(c), each Revolving Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in Section 2.9(c), purchase for cash an undivided participating interest in the then outstanding Swingline Loans made by such Swingline Lender by paying to such Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) such Revolving Lender’s Revolving Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans made by such Swingline Lender then outstanding that were to have been repaid with such Revolving Loans.

(e) Whenever, at any time after a Swingline Lender has received from any Revolving Lender such Lender’s Swingline Participation Amount, such Swingline Lender receives any payment on account of the applicable Swingline Loans, such Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans made by such Swingline Lender then due); provided, however, that in the event that such payment received by such Swingline Lender is required to be returned, such Revolving Lender will return to such Swingline Lender any portion thereof previously distributed to it by such Swingline Lender.

(f) Each Revolving Lender’s obligation to make the Loans referred to in Section 2.9(c) and to purchase participating interests pursuant to Section 2.9(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender or any Borrower may have against any Swingline Lender, any Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the failure to satisfy any of the other conditions specified in Section 5; (iii) any adverse change in the condition (financial or otherwise) of any Borrower; (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

2.10 Commitment Fees, etc. (a) The Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the Commitment Fee Rate on the average daily Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the second Business Day of each January, April, July and October and on the Revolving Termination Date, commencing on the first of such dates to occur after the Closing Date.

(b) The Borrowers agree to pay to the Administrative Agent the fees in the amounts and on the dates previously agreed to in writing by the Company and the Administrative Agent.

2.11 Termination or Reduction of Revolving Commitments. The Company shall have the right, upon not less than three Business Days’ notice (or shorter notice period approved by the Administrative Agent) to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such partial reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments.

2.12 Optional Prepayments. The Borrowers may at any time and from time to time prepay the Loans (other than Foreign Currency Revolving Loans), in whole or in part, without premium or penalty (except as set forth below), upon notice delivered to the Administrative Agent (a) at least three Business Days (or shorter notice period approved by the Administrative Agent) prior thereto in the case of Eurodollar Loans and (b) on the same Business Day in the case of ABR Loans or Overnight LIBOR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or Overnight LIBOR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, such Borrower shall also pay any amounts owing pursuant to Section 2.22. The Borrowers may at any time and from time to time prepay Foreign Currency Revolving Loans, in whole or in part, without premium or penalty, upon notice delivered to the Administrative Agent, not later than 11:00 A.M., London time, three Business Days prior to the date of prepayment in the case of Eurodollar Loans, which notice shall specify the date, amount, Type and Foreign Currency of such Loan to be prepaid; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Company shall also pay any amounts owing pursuant to Section 2.22. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and ABR Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Tranche A

Term Loans and Dollar Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. Partial prepayments of Foreign Currency Revolving Loans shall be in a minimum principal amount equal to the Applicable Minimum Amount for the relevant Foreign Currency. Any optional prepayments of the Term Loans shall be applied to the remaining installments thereof in the direct order of maturity.

2.13 Mandatory Prepayments.

(a) If any Indebtedness shall be incurred by the Company or any of its Subsidiaries after the Closing Date (excluding (i) the proceeds of a Permitted Receivables Financing, and (ii) any other permitted Indebtedness incurred in accordance with Section 7.2), an amount equal to the Applicable Prepayment Percentage of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.13(c).

(b) If on any date the Company or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof (or will be delivered concurrently with the next Compliance Certificate to be delivered pursuant to Section 6.2(b)), the Applicable Prepayment Percentage of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 2.13(c); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.13(c).

(c) The application of any prepayment pursuant to Section 2.13(a) or (b) shall be made ratably to the Term Loans based on the outstanding respective principal amounts thereof. Partial prepayments of the Term Loans pursuant to this Section 2.13 shall be applied to the remaining installments thereof in the direct order of maturity. The application of any prepayment of Term Loans pursuant to this Section 2.13 shall be made, first, to ABR Loans and second, to Eurodollar Loans. Each prepayment of the Loans under this Section 2.13 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

(d) If at any time the Total Revolving Extensions of Credit exceeds the Total Revolving Commitments (including as a result of a change in the Exchange Rate for the purchase of Dollars with a Foreign Currency) for a period of ten consecutive Business Days, the Borrowers shall, within one Business Day of notice thereof from the Administrative Agent , prepay the Revolving Loans in an amount equal to the amount of such excess or cash collateralize L/C Obligations in respect of any Letters of Credit to the extent necessary to eliminate any such excess.

2.14 Conversion and Continuation Options. (a) Any Borrower may elect from time to time to convert Eurodollar Loans denominated in Dollars to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. Any Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans denominated in Dollars by giving the Administrative Agent at least

three Business Days’ prior irrevocable notice of such election (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurodollar Loan denominated in Dollars when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(b) Any Eurodollar Loan which is a Term Loan shall be continued as such upon the expiration of the then current Interest Period with respect thereto unless the applicable Borrower gives irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of a different length of the next Interest Period to be applicable to such Loans or elects to convert such Loan to an ABR Loan, provided that no Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations, and provided, further, that if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Any Eurodollar Loan which is a Revolving Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the applicable Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan denominated in Dollars under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations, and provided, further, that if the applicable Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans denominated in Dollars shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period and, if the applicable Borrower shall fail to give such notice of continuation of a Foreign Currency Revolving Loan which is a Eurodollar Loan, such Foreign Currency Revolving Loan shall be automatically continued for an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

2.15 Limitations on Eurodollar Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans (based on, in the case of Foreign Currency Revolving Loans, the Dollar Equivalent of such Foreign Currency Revolving Loans) comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than twenty (20) Eurodollar Tranches shall be outstanding at any one time.

2.16 Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.

(b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.

(c) Each Overnight LIBOR Loan shall bear interest at a rate per annum equal to the Overnight LIBOR Rate plus the Applicable Margin.

(d) (i) If all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amounts shall bear interest at a rate per annum equal to (x) in the case of overdue amounts in respect of any Loan, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2% or (y) in the case of overdue amounts in respect of any Reimbursement Obligation, the rate applicable to ABR Loans under the Revolving Facility plus 2%, and (ii) if all or a portion of any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to ABR Loans under the relevant Facility plus 2% (or, in the case of any such other amounts that do not relate to a particular Facility, the rate then applicable to ABR Loans under the Revolving Facility plus 2%) (unless such overdue amount is denominated in a Foreign Currency, in which case such overdue amount shall bear interest of a rate per annum equal to the highest rate then applicable under this Agreement to Foreign Currency Revolving Loans in such currency plus 2%), in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (as well after as before judgment).

(e) Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (d) of this Section shall be payable from time to time on demand.

2.17 Computation of Interest and Fees. (a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed and that interest on any Foreign Currency Revolving Loan denominated in Pounds Sterling shall be calculated on the basis of a 365-day year for actual days elapsed. The Administrative Agent shall as soon as practicable notify the Company and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Company and the relevant Lenders of the effective date and the amount of each such change in interest rate.

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Company, deliver to the Company a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.17(a).

2.18 Inability to Determine Interest Rate. If prior to the first day of any Interest Period:

(a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or

(b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, or

(c) the Administrative Agent determines (which determination shall be conclusive and binding upon the Borrowers) that deposits in the applicable currency are not generally available, or cannot be obtained by the Lenders, in the applicable market (any Foreign Currency affected by the circumstances described in Section 2.18(a), (b) or (c) is referred to as an “Affected Foreign Currency”),

the Administrative Agent shall give telecopy or telephonic notice thereof to the Company and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) pursuant to clause (a) or (b) of this Section 2.18 in respect of Eurodollar Loans denominated in Dollars, (1) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans with an Interest Period having the duration of such Interest Period shall be continued as ABR Loans and (2) any Eurodollar Loans requested to be made under the relevant Facility with an Interest Period having the duration of such Interest Period shall be made as Eurodollar Loans having an Interest Period with the shortest available duration described in the definition of “Interest Period” or, in the absence of any such available duration, as ABR Loans and (y) in respect of any Foreign Currency Revolving Loans which are Eurodollar Loans, then (i) any such Foreign Currency Revolving Loans in an Affected Foreign Currency requested to be made on the first day of such Interest Period shall not be made and (ii) any such outstanding Foreign Currency Revolving Loans in an Affected Foreign Currency shall be due and payable on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent (and the Administrative Agent agrees to promptly withdraw such notice after it becomes aware (by receipt of notice or otherwise) that the circumstances described in clause (a), (b) or (c) above cease to exist), no further Eurodollar Loans denominated in Dollars or Foreign Currency Revolving Loans which are Eurodollar Loans in an Affected Foreign Currency shall be made or continued as such, nor shall the relevant Borrower have the right to convert ABR Loans to Eurodollar Loans denominated in Dollars.

2.19 Pro Rata Treatment and Payments. (a) Each borrowing by a Borrower from the Revolving Lenders hereunder, each payment by a Borrower on account of any commitment fee and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Percentages of the Revolving Lenders.

(b) [RESERVED].

(c) Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders, except as otherwise provided in Section 2.28.

(d) Each payment (including each prepayment) by the Borrower on account of principal of and interest and premium, if any, on the Tranche A Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Tranche A Term Loans then held by the Tranche A Term Lenders. The amount of each principal prepayment of the Tranche A Term Loans shall be applied to reduce the then remaining installments of the Tranche A Term Loans in the direct order of maturity. Amounts prepaid on account of the Tranche A Term Loans may not be reborrowed.

(e) All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at its Domestic Funding Office, in Dollars and in immediately available funds (or, (i) in the case of payments in respect of U.K. Swingline Loans, prior to 12:00 Noon, London time, on the due date thereof to the applicable Swingline Lender at the Funding Office, in Dollars and in immediately available funds and (ii) in the case of principal or interest relating to Foreign Currency Revolving Loans, prior to 12:00 Noon, London time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at its London Funding Office, in the relevant Foreign Currency and in immediately available funds). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(f) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, (i) in the case of amounts denominated in Dollars, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate or (ii) in the case of amounts denominated in Foreign Currencies, such amount with interest thereon at a rate determined by the Administrative Agent to be the cost to it of funding such amount, in each case for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any

amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover (i) in the case of amounts denominated in Dollars, such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Facility, on demand, from the applicable Borrower or (ii) in the case of amounts denominated in Foreign Currencies, such amount with interest thereon at a rate determined by the Administrative Agent to be the cost to it of funding such amount, on demand, from the applicable Borrower.

(g) Unless the Administrative Agent shall have been notified in writing by the applicable Borrower prior to the date of any payment being made hereunder that the applicable Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the applicable Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the applicable Borrower within three Business Days of such required date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, (i) in the case of amounts denominated in Dollars, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate and (ii) in the case of amounts denominated in Foreign Currencies, such amount with interest thereon at a rate per annum determined by the Administrative Agent to be the cost to it of funding such amount. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against any Borrower.

(h) Nothing in this Section 2.19 creates any obligation for (i) any Foreign Subsidiary Borrower to repay any Obligation of any Domestic Borrower or (ii) any Domestic Borrower to repay any Obligation of any Foreign Subsidiary Borrower.

2.20 Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Credit Party with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

(i) shall subject such Credit Party to any Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Loan made by it, or change the basis of taxation of payments to such Credit Party in respect thereof (except for Non-Excluded Taxes covered by Section 2.21 and changes in the rate of tax on the overall net income of such Credit Party);

(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement (including any insurance charge or other assessment, but other than any reserve requirement contemplated by Section 2.20(e)) against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Credit Party or any Letter of Credit or participation therein; or

(iii) shall impose on such Credit Party or the London interbank market any other condition, cost or expense affecting this Agreement or the Loans made by such Credit Party or any Letter of Credit or participation therein;

and the result of any of the foregoing is to increase the cost to such Credit Party, by an amount that such Credit Party deems to be material, of making, converting into, continuing or maintaining Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrowers shall promptly pay such Credit Party, upon its demand and delivery of the calculation of such amount, any additional amounts necessary to compensate such Credit Party for such increased cost or reduced amount receivable. If any Credit Party becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Company (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled together with a calculation of such amount claimed.

(b) If any Credit Party shall have determined that the adoption of or any change in any Requirement of Law regarding capital or liquidity requirements or in the interpretation or application thereof or compliance by such Credit Party, or any corporation controlling such Credit Party with any request or directive regarding capital or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the Closing Date shall have the effect of reducing the rate of return on such Credit Party’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Credit Party’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Credit Party to the Company (with a copy to the Administrative Agent) of a written request therefor, the Borrowers shall pay to such Credit Party such additional amount or amounts as will compensate such Credit Party for such reduction; provided that the Borrowers shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than three months prior to the date that such Lender notifies the Company of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such three-month period shall be extended to include the period of such retroactive effect.

(c) Notwithstanding anything herein to the contrary (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a change in a Requirement of Law, regardless of the date enacted, adopted or issued.

(d) A certificate as to any additional amounts payable pursuant to this Section submitted by any Credit Party to the Company (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The obligations of the Borrowers pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(e) Eurocurrency Liabilities. Each Borrower shall pay to each Lender, without duplication, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financing regulatory authority imposed in respect of the maintenance of the Commitments or the funding of any Eurodollar Loans of such Borrower, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which in each case shall be due and payable on each date on which interest is payable on such Loan; provided the Company shall have received at least ten days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice ten days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten days from receipt of such notice.

(f) Notwithstanding any other provision of this Agreement, if, after the date hereof, (i)(A) the adoption of any law, rule or regulation after the date of this Agreement, (B) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (C) compliance by any Lender with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement, shall make it unlawful for any such Lender to make or maintain any Foreign Currency Revolving Loan or to give effect to its obligations as contemplated hereby with respect to any Foreign Currency Revolving Loan, or (ii) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls, but excluding conditions otherwise covered by this Section 2.20) or currency exchange rates which would make it impracticable for the Lenders to make or maintain Foreign Currency Revolving Loans denominated in the relevant currency to, or for the account of, any Borrower, then, by written notice to the Company and to the Administrative Agent:

(i) such Lender or Lenders may declare that Foreign Currency Revolving Loans (in the affected currency or currencies) will not thereafter (for the duration of such unlawfulness) be made by such Lender or Lenders hereunder (or be continued for additional Interest Periods), whereupon any request for a Foreign Currency Revolving Loan (in the affected currency or currencies) or to continue a Foreign Currency Revolving Loan (in the affected currency or currencies), as the case may be, for an additional Interest Period) shall, as to such Lender or Lenders only, be of no force and effect, unless such declaration shall be subsequently withdrawn; and

(ii) such Lender may require that all outstanding Foreign Currency Revolving Loans (in the affected currency or currencies) made by it be converted to ABR Loans or Loans denominated in Dollars, as the case may be (unless repaid by the relevant Borrower as described below), in which event all such Foreign Currency Revolving Loans (in the affected currency or currencies) shall be converted to ABR Loans or Loans denominated in

Dollars, as the case may be, as of the effective date of such notice as provided in this Section 2.20(f) and at the Exchange Rate on the date of such conversion or, at the option of the relevant Borrower, repaid on the last day of the then current Interest Period with respect thereto or, if earlier, the date on which the applicable notice becomes effective.

In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the converted Foreign Currency Revolving Loans of such Lender shall instead be applied to repay the ABR Loans or Loans denominated in Dollars, as the case may be, made by such Lender resulting from such conversion. For purposes of this Section 2.20(f), a notice to the Company by any Lender shall be effective as to each Foreign Currency Revolving Loan made by such Lender, if lawful, on the last day of the Interest Period, if any, currently applicable to such Foreign Currency Revolving Loan; in all other cases such notice shall be effective on the date of receipt thereof by the Company.

2.21 Taxes. (a) All payments made by or on behalf of any Loan Party under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes, except as required by applicable law. If any such Taxes are required to be withheld from any amounts payable to any Credit Party, as determined in good faith by the applicable withholding agent, (i) such amounts shall be paid to the relevant Governmental Authority in accordance with applicable law and (ii) if such Taxes are Non-Excluded Taxes or Other Taxes, the amounts so payable by the applicable Loan Party to the Credit Party shall be increased to the extent necessary to yield to such Credit Party (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement as if such withholding or deduction had not been made.

(b) In addition, the applicable Borrower shall pay, severally and not jointly, any Other Taxes to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent, timely reimburse it for any Other Taxes.

(c) Whenever any Non-Excluded Taxes or Other Taxes are payable by a Borrower, as promptly as possible thereafter such Borrower shall send to the Administrative Agent for its own account or for the account of the relevant Lender, as the case may be, a certified copy of an original official receipt received by such Borrower showing payment thereof. If (i) a Borrower fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority, (ii) fails to remit to the Administrative Agent the required receipts or other required documentary evidence or (iii) any Non-Excluded Taxes or Other Taxes are imposed directly upon the Administrative Agent or any Lender, such Borrower shall indemnify the Administrative Agent and the Lenders for such amounts and any reasonable expenses or incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure, in the case of (i) and (ii), or any such direct imposition, in the case of (iii), whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally imposed or asserted by the Governmental Authority. A certificate as to the amount of such payment or liability delivered to the applicable Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for any Taxes (i) attributable to such Lender (but only to the extent that the applicable Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes or Other Taxes and without limiting the obligation of such Borrower to do so) or (ii) attributable to such Lender’s failure to comply with the provisions of Section 10.6(b) relating to the maintenance of a Participant Register, in either case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).

(e) (i) Each Lender (or Transferee) that is a “United States person” as defined in Section 7701(a)(30) of the Code shall deliver to the Borrowers and the Administrative Agent two properly completed and duly signed copies of U.S. Internal Revenue Service (“IRS”) Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax. Each Lender (or Transferee) that is not a “United States person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall deliver to the Borrowers and the Administrative Agent (i) two copies of IRS Form W-8BEN, W-8BEN-E, W-8ECI or Form W-8IMY (together with any applicable underlying IRS forms), (ii) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” a statement substantially in the form of Exhibit F and the applicable IRS Form W-8, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on payments by under this Agreement and the other Loan Documents. Such forms shall be delivered by each Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation) and from time to time thereafter upon the request of any Borrower or the Administrative Agent. In addition, each Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Lender. Each Lender shall promptly notify the relevant Borrower and the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered certificate to such Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this Section, a Non-U.S. Lender shall not be required to deliver any form pursuant to this Section that such Non-U.S. Lender is not legally able to deliver.

(ii) If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrowers and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by

Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (ii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(f) A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which a Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to such Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by such Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate, provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s judgment such completion, execution or submission would not materially prejudice the legal position of such Lender.

(g) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.21 (including by the payment of additional amounts pursuant to this Section 2.21), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 2.21(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.21(g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.21(g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.21(g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Agreement, the Loan Parties and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Section 1.1471-2(b)(2)(i) of the Treasury Regulations.

(i) The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.22 Indemnity. Each Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense that such Lender may sustain or incur as a consequence of (a) default by such Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by such Borrower in making any prepayment of or conversion from Eurodollar Loans after such Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a payment of Eurodollar Loans (including pursuant to Sections 2.24 or 10.1(c)) on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid or returned, or not so borrowed, converted or continued, for the period from the date of such prepayment or return or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section submitted to the Company by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.23 Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.20 or 2.21(a) with respect to such Lender, it will, if requested by the Company, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations of any Borrower or the rights of any Lender pursuant to Section 2.20 or 2.21(a).

2.24 Replacement of Lenders. The Company shall be permitted, at its sole expense and effort, to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.20 or on account of Non-Excluded Taxes pursuant to Section 2.21 or (b) has become a Defaulting Lender or an Objecting Lender hereunder or, pursuant to Section 2.20(f), is unable to make any particular type of Loans, with a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.23 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.20 or on account of Non-Excluded Taxes pursuant to Section 2.21, (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the applicable Borrower shall be liable to such replaced Lender under Section 2.22 for any losses suffered or expenses incurred by such Lender if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably

satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the applicable Borrower shall be obligated to pay the registration and processing fee referred to therein) or pursuant to other procedures agreed upon by the Company and the Administrative Agent including deemed assignments upon payment to the replaced Lender of amounts required to be paid to it pursuant to this Section 2.24, (viii) until such time as such replacement shall be consummated, the applicable Borrower shall pay all additional amounts (if any) required pursuant to Section 2.20 or on account of Non-Excluded Taxes pursuant to 2.21, as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that any Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

2.25 Foreign Currency Exchange Rate.

(a) No later than 12:00 Noon, London time, on each Calculation Date with respect to a Foreign Currency, the Administrative Agent shall determine the Exchange Rate as of such Calculation Date with respect to such Foreign Currency, provided that, upon receipt of a borrowing request for Foreign Currency Revolving Loans, the Administrative Agent shall determine the Exchange Rate with respect to the relevant Foreign Currency on the related Calculation Date (it being acknowledged and agreed that the Administrative Agent shall use such Exchange Rate for the purposes of determining compliance with Section 2.6 with respect to such borrowing request). The Exchange Rates so determined shall become effective on the relevant Calculation Date (a “Reset Date”), shall remain effective until the next succeeding Reset Date and shall for all purposes of this Agreement (other than Section 2.20(f), 10.22 and any other provision expressly requiring the use of a current Exchange Rate) be the Exchange Rates employed in converting any amounts between Dollars and Foreign Currencies.

(b) No later than 5:00 P.M., London time, on each Reset Date, the Administrative Agent shall determine the aggregate amount of the Dollar Equivalents of the principal amounts of the relevant Foreign Currency Loans then outstanding (after giving effect to any Foreign Currency Loans to be made or repaid on such date).

(c) The Administrative Agent shall promptly notify the Company and the Lenders of each determination of an Exchange Rate hereunder.

2.26 Designation of Existing Revolving Loans and Revolving Commitments. As of the Closing Date, the Existing Loans that are Revolving Loans (as defined in the Existing Credit Agreement) and Revolving Commitments (as defined in the Existing Credit Agreement) immediately prior to the Closing Date shall automatically, without any action on the part of any Person, be designated for all purposes of this Agreement and the other Loan Documents as Revolving Commitments. The Administrative Agent shall mark the Register accordingly to provide for such designation of the Existing Loans that are Revolving Loans (as defined in the Existing Credit Agreement) and Revolving Commitments (as defined in the Existing Credit Agreement) among the Lenders in this Agreement according to their proportionate shares thereof, as applicable. On the Closing Date, the commitments of each Exiting Lender shall be terminated, all outstanding amounts due under the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) to such Exiting Lender on the Closing Date shall be paid in full, and each Exiting Lender (i) shall cease to be a Lender under the Existing Credit

Agreement and (ii) shall not be a Lender under this Agreement, and each Lender under this Agreement shall not have been deemed to assume the commitments of the Lenders under the Existing Facility.

2.27 Incremental Loan Extensions. The applicable Borrower(s) may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request an increase to the Tranche A Term Facility or the Revolving Facility or request the addition of one or more incremental term loan facilities (each, an “Incremental Facility”) in an aggregate amount of up to the sum of (x) an amount determined on a pro forma basis for the most recent determination period and calculated on the date of incurrence (as if such Incremental Facility became effective on the first day of such determination period and (A) in the case of an Incremental Facility consisting of an increase in the Revolving Facility, assuming full utilization of the Revolving Facility and (B) excluding any amount incurred contemporaneously under clause (y)), after giving effect to such Incremental Facility and the use of proceeds thereof, such that the Senior Secured Leverage Ratio does not exceed 2.0 to 1.0 plus (y) an additional amount not to exceed $750,000,000 in the aggregate over the life of the Facilities; provided that:

(i) no Lender will be required to participate in any such Incremental Facility, and the Borrowers shall be entitled to seek an Incremental Facility from other lenders that are not Ineligible Institutions;

(ii) no Default exists or would exist after giving effect thereto (or, in the event that such Incremental Facility is used to finance a Limited Conditionality Acquisition, notwithstanding Section 5.2(b) hereof, such condition shall be that no Event of Default exists solely at the time of the execution and delivery by the relevant parties of the acquisition agreement or other similar document having similar effect related to such Limited Conditionality Acquisition);

(iii)(a) the scheduled final maturity date of any such Incremental Facility consisting of a “pro rata” tranche A term facility or an increase in the Revolving Facility shall be no earlier than the Tranche A Final Maturity Date and the scheduled final maturity date of any such Incremental Facility consisting of a tranche B term facility (i.e., a term loan facility with a tenor of six years or longer which has nominal amortization of 1% per annum prior to final maturity) (an “Incremental Tranche B Term Facility”) shall be no earlier than the first anniversary of the Tranche A Final Maturity Date (or, if later, the then scheduled final maturity date of any other Incremental Facility), and (b) the weighted average life to maturity of any such Incremental Facility (1) consisting of a “pro rata” tranche A term loan facility shall not be less than the remaining average life of the Tranche A Term Facility (without giving effect to any prepayments that would otherwise modify the weighted average life to maturity of the Tranche A Term Facility) and (2) consisting of a tranche B term facility shall not be less than the remaining weighted average life to maturity of any other Facility (provided that a tranche B term facility may contain nominal amortization of 1% per year);

(iv) subject to clause (iii) above, (A) the amortization schedule applicable to any Incremental Facility constituting an incremental term loan shall be determined by the Borrower and the applicable lenders providing such incremental term loans and (B) any Incremental Facility constituting an incremental term loan may provide for the ability of the lenders providing such incremental term facility to participate on a pro rata basis or less than a pro rata basis in any voluntary or mandatory prepayments of the Tranche A Term Loans;

(v) the yield applicable to any Incremental Facility shall be determined by the Company and the applicable lenders providing such Incremental Facility; provided that, if the yield (which, for such purposes only, shall be deemed to include all upfront or similar fees generally payable to Lenders providing the Incremental Facility, pricing floors or original issue discount (equated to interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity) payable to all Lenders providing such Incremental Facility) as determined by the Administrative Agent for an Incremental Facility (other than any Incremental Tranche B Term Facility having a tenor at least one year longer than the tenor of the Tranche A Term Facility and the Revolving Facility) exceeds the sum of (x) the yield (calculated in the same manner as set forth above and after giving effect to any amendment to interest rate margins applicable to such Facility after the Closing Date but immediately prior to time of the making of such Incremental Facility) for the Tranche A Term Facility and Revolving Facility immediately prior to the funding of such Incremental Facility plus (y) 0.50%, the Applicable Margin for the Tranche A Term Facility and the Revolving Facility shall be increased so that the yield in respect of the Tranche A Term Facility and the Revolving Facility is 0.50% less than the yield in respect of such Incremental Facility (it being agreed that any increase in yield for such Tranche A Term Facility and Revolving Facility that is required due to the application of a Eurodollar Rate or ABR floor on any such Incremental Facility shall be effected solely through an increase in (or implementation of, as applicable) any Eurodollar Rate or ABR floor applicable to such Tranche A Term Facility and Revolving Facility); and

(vi) any Incremental Facility shall be on terms and pursuant to documentation to be agreed upon by the applicable Borrower(s) and the lenders under such Incremental Facility, provided that, any Financial Covenant or Default in any Incremental Facility shall not be materially more restrictive to the Loan Parties than that set forth in Section 7.1 and Section 8 of this Agreement, and provided further that, to the extent such terms and documentation are not consistent in any material respect with those applicable to the Tranche A Term Facility or the Revolving Facility, as applicable (except to the extent permitted by clause (iii) or (iv) above), they shall be reasonably satisfactory to the Administrative Agent.

In connection with any Incremental Facility, the applicable Borrower(s) shall provide the Administrative Agent with such related Notes, certificates and opinions as the Administrative Agent may reasonably request. Appropriate adjustments shall be made in the payments of interest to reflect the funding date of such Incremental Facility. Notwithstanding anything to the contrary in Section 10.1, this Agreement and the other Loan Documents may be amended from time to time with the consent of only the Administrative Agent and the applicable Borrower(s) to the extent necessary to implement the provisions of this Section (including to reflect each Incremental Facility and the funding thereof). Each Incremental Facility shall be entitled to share in the Collateral and guarantees on a pari passu basis with the other Facilities.

Notwithstanding anything herein to the contrary, in the event that any Incremental Facility is used to finance a Limited Conditionality Acquisition, (x) notwithstanding Section 5.2(a) hereof, the representations and warranties included in the conditions precedent to the extension of credit under such Incremental Facility shall be limited solely to customary “specified representations”

and those representations included in the acquisition agreement or other document having similar effect related to such Limited Conditionality Acquisition that are material to the interests of the lenders providing such Incremental Facility and only to the extent that the Company or its applicable Subsidiary has the right to terminate its obligations (or decline to consummate the acquisition) under such agreement as a result of a breach of such representations and (y) the calculation of the Senior Secured Leverage Ratio test described above in this Section 2.27 shall, at the election of the applicable Borrower, be made solely at the time of the execution and delivery by the applicable parties of the acquisition agreement or other similar document having similar effect related to such Limited Conditionality Acquisition (the “LCA Test Date”), giving pro forma effect to such acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness, the use of proceeds thereof or of any related transactions, and any acquired consolidated net income), as if they had occurred on such date of determination using the available historical financial statements for the most recent fiscal quarter ended prior to the LCA Test Date for which such information is available of all entities or assets to be acquired (which, if GAAP-compliant historical financial statements are not available, may be audited IFRS-compliant financial statements) (the “Test Date Financial Statements”) and the consolidated financial statements of the Company; provided that, if the applicable Borrower has so elected to calculate the Senior Secured Leverage Ratio on the LCA Test Date, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of any Indebtedness or Liens or the making of any Investments, Restricted Payments, restricted prepayments of Indebtedness, Dispositions or fundamental changes (but in no event with respect to the calculation of any Financial Covenant for purposes of determining compliance with Section 7.1 or the determination of the Applicable Margin, the Commitment Fee Rate or for any other purpose under any Loan Document not specified above), in each case, on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Conditionality Acquisition is consummated or the definitive agreement for such Limited Conditionality Acquisition is terminated or expires without consummation of such Limited Conditionality Acquisition, any such ratio or basket shall be required to be satisfied on a pro forma basis based on the Test Date Financial Statements in the same manner described above (i) assuming such Limited Conditionality Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness, the use of proceeds thereof or of any related transactions, and any acquired consolidated net income) have been consummated and (ii) assuming such Limited Conditionality Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness, the use of proceeds thereof or of any related transaction, and any acquired consolidated net income) have not been consummated.

The provision of this Section 2.27 shall supersede any provisions of Section 2.19 and 10.1 of this Agreement to the contrary.

2.28 Defaulting Revolving Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender:

(a) commitment fees shall cease to accrue on the Available Revolving Commitment (if any) of such Defaulting Lender pursuant to Section 2.10(a);

(b) if there are any Swingline Loans outstanding or Letters of Credit outstanding at the time such Revolving Lender becomes a Defaulting Lender then:

(i) all or any part of such outstanding Swingline Loans or outstanding Letters of Credit shall be reallocated among the Revolving Lenders that are not Defaulting Lenders in accordance with their respective Revolving Percentages but only to the extent the sum of all outstanding Revolving Extensions of Credit of the Revolving Lenders that are not Defaulting Lenders does not exceed the total of all Revolving Commitments of the Revolving Lenders that are not Defaulting Lenders (for the avoidance of doubt, no Lender shall be required to make Revolving Extensions of Credit in excess of its Revolving Commitment);

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Defaulting Lender’s Revolving Percentage of the outstanding Swingline Loans (after giving effect to any partial reallocation pursuant to clause (i) above) and (y) second, (1) if a drawing is made under any Letter of Credit, such Borrower shall reimburse the applicable Issuing Lender in accordance with Section 3.5 and (2) if a Letter of Credit is requested by such Borrower in accordance with Section 3.2 during any period where there is a Defaulting Lender that is a Revolving Lender, such Borrower shall enter into an arrangement reasonably satisfactory to the applicable Issuing Lender to cover in whole or in part (which such arrangement may include cash collateralization) the exposure of the applicable Issuing Lender related to the participating interests of such Defaulting Lender in such newly issued Letter of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) for so long as such Lender is a Defaulting Lender or until such Lender is replaced pursuant to Section 2.24;

(iii) if and so long as a Borrower cash collateralizes any portion of such Defaulting Lender’s Revolving Percentage of outstanding Letters of Credit pursuant to clause (ii) above, then such Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.3 with respect thereto;

(iv) upon any reallocation described in clause (i) above, the fees payable to the Revolving Lenders pursuant to Sections 2.10(a) and 3.3 shall be adjusted accordingly to re-allocate such fees among the Revolving Lenders which are not Defaulting Lenders; and

(v) if any such Defaulting Lender’s Revolving Percentage of outstanding Letters of Credit is neither cash collateralized nor reallocated pursuant to clause (i) above, then, without prejudice to any rights or remedies of the applicable Issuing Lender or any Lender hereunder, all letter of credit fees payable under Section 3.3 with respect to such Defaulting Lender’s Revolving Percentage of outstanding Letters of Credit shall be payable to the relevant Issuing Lender until such cash collateralization and/or reallocation occurs;

(c) no Swingline Lender shall be required to fund any Swingline Loan and no Issuing Lender shall be required to issue, amend or increase any Letter of Credit, unless it is reasonably satisfied that the related exposure will be covered in whole or in part by the Revolving Commitments of the Revolving Lenders that are not Defaulting Lenders and/or cash collateral or

other arrangements will be provided by each applicable Borrower in accordance with clause (b)(ii) above, and participating interests in any such newly issued or increased Letter of Credit or newly made Swingline Loan shall be (i) allocated among the Revolving Lenders that are not Defaulting Lenders and/or (ii) covered by arrangements made by each applicable Borrower pursuant to clause (b)(ii) above in a manner consistent with clauses (b)(i) and (ii) (and any such Defaulting Lenders shall not participate therein);

(d) the Revolving Commitment and Revolving Extensions of Credit of such Defaulting Lender shall not be included in determining whether the Required Lenders or the Majority Facility Lenders under the Revolving Facility have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.1); provided, that this clause (d) shall not apply in the case of an amendment, waiver or other modification requiring the consent of all Lenders or each Lender affected thereby; and

(e) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 10.7 but excluding Section 2.24) shall, in lieu of being distributed to such Defaulting Lender and without duplication, be retained by the Administrative Agent in a segregated interest-bearing account reasonably satisfactory to the Administrative Agent and the applicable Borrower(s) and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to any Issuing Lender or any Swingline Lender hereunder, (iii) third, if so determined by the Administrative Agent or requested by an Issuing Lender or a Swingline Lender, held in such account as cash collateral for existing or (unless such Defaulting Lender has no remaining unutilized Revolving Commitment) future funding obligations of such Defaulting Lender in respect of any existing or (unless such Defaulting Lender has no remaining unutilized Revolving Commitment) future participation in any Swingline Loan or Letter of Credit, (iv) fourth, to the funding of any Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (v) fifth, if so determined by the Administrative Agent and the applicable Borrower(s), unless such Defaulting Lender has no remaining unutilized Revolving Commitment, held in such account as cash collateral for future funding obligations of the Defaulting Lender in respect of any Revolving Loans under this Agreement, (vi) sixth, to the payment of any amounts owing to any Issuing Lender or any Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by such Issuing Lender or such Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, (vii) seventh, to the payment of any amounts owing to the applicable Borrower(s) as a result of any judgment of a court of competent jurisdiction obtained by such Borrower(s) against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and (viii) eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction, provided, that, with respect to this clause (viii), if such payment is (A) a prepayment of the principal amount of any Revolving Loans or Reimbursement Obligations as to which a Defaulting Lender has funded its participation and (B) made at a time when the conditions set forth in Section 5.2 are satisfied, such payment shall be applied solely to prepay the Revolving Loans of, and Reimbursement Obligations owed to, all Revolving Lenders that are not Defaulting Lenders under

the Revolving Facility pro rata prior to being applied to the prepayment of any Revolving Loans of, or Reimbursement Obligations owed to, any Defaulting Lender. On the Revolving Termination Date, any remaining amounts not previously applied (except for amounts in connection with clause (vii) above) shall be returned to the applicable Defaulting Lender.

In the event that the Administrative Agent, the applicable Borrower(s), each Issuing Lender and each Swingline Lender each reasonably determines that any such Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (i) the outstanding Swingline Loans and outstanding Letters of Credit of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Revolving Percentage and (ii) any arrangements made by the applicable Borrower(s) pursuant to clause (b)(ii) above shall be terminated and any cash collateral or arrangement provided by such Borrower(s) in accordance thereto will be terminated or promptly returned to such Borrower(s), as applicable.

The provisions of this Agreement relating to funding, payment and other matters with respect to the Revolving Facility may be adjusted by the Administrative Agent, with the consent of the Borrowers (such consent not to be unreasonably withheld), to the extent necessary to give effect to the provisions of this Section 2.28. The provisions of this Section 2.28 may not be amended, supplemented or modified without, in addition to consents required by Section 10.1, the prior written consent of the Administrative Agent, the Swingline Lenders, the Issuing Lenders, the Borrowers and any Defaulting Lenders.

2.29 Designation of Subsidiary Borrowers.

(a) The Company shall be permitted, so long as no Default or Event of Default shall have occurred and be continuing:

(i) to designate any Subsidiary of the Company as a Subsidiary Borrower under the Revolving Facility upon (A) ten Business Days prior written notice to the Lenders (such notice to contain the name, primary business address and taxpayer identification number of such Subsidiary) (a “Notice of Designation”), (B) the execution and delivery by the Company, such Subsidiary and the Administrative Agent of a Joinder Agreement, substantially in the form of Exhibit D (a “Joinder Agreement”), providing for such Subsidiary to become a Subsidiary Borrower, (C) compliance by the Company and such Subsidiary Borrower with Section 6.9(g), (D) the agreement and acknowledgment by the Company and each other Borrower that the Guarantee and Collateral Agreement covers the Obligations of such Subsidiary, (E) delivery by the Company or such Subsidiary of all documentation and information as is reasonably requested in writing by the Lenders at least three days prior to the anticipated effective date of such designation required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, and (F) the delivery to the Administrative Agent of (1) corporate or other applicable resolutions, incorporation or other applicable constituent documents, officer’s certificates and legal opinions in respect of such Subsidiary in each case reasonably equivalent to comparable documents delivered on the Closing Date and (2) such other documents with respect thereto as the Administrative Agent shall reasonably request; and

(ii) to remove any Subsidiary as a Subsidiary Borrower upon execution and delivery by the Company to the Administrative Agent of a written notification to such effect and repayment in full of all Loans made to such Subsidiary Borrower, cash collateralization of all L/C Obligations in respect of any Letters of Credit issued for the account of such Subsidiary Borrower and repayment in full of all other amounts owing by such Subsidiary Borrower under this Agreement and the other Loan Documents (it being agreed that any such repayment shall be in accordance with the other terms of this Agreement).

(b) Notwithstanding anything to the contrary in this Agreement, a Lender shall not be required to make a Loan as part of any borrowing by or to issue or acquire a participation in any Letter of Credit issued for the account of, a Foreign Subsidiary with respect to which the Company has delivered a Notice of Designation (a “Proposed Foreign Subsidiary Borrower”) if the making of such Loan or the issuance by such Lender or the acquisition by such Lender (or, if such Lender is the Issuing Lender, the acquisition by any other Lender) of a participation in, such Letter of Credit would violate any law or regulation (including any violation of any law or regulation due to an absence of licensing) to which such Lender is subject. As soon as practicable after receiving a Notice of Designation from the Company in respect of a Proposed Foreign Subsidiary Borrower, and in any event no later than seven Business Days after the date of such Notice of Designation, any Lender that is restricted by any law or regulation (including due to an absence of licensing) to which such Lender is subject from extending credit (including, for the avoidance of doubt, making Loans, issuing Letters of Credit or acquiring participations in Letters of Credit) under this Agreement to such Proposed Foreign Subsidiary Borrower directly or through a Lender Affiliate as set forth in Section 2.29(c) (an “Objecting Lender”) shall so notify the Company and the Administrative Agent in writing. With respect to each Objecting Lender that has not withdrawn such notice, the Company shall, effective on or before the date that such Proposed Foreign Subsidiary Borrower shall have the right to borrow hereunder, either (A) exercise its rights with respect to such Objecting Lender pursuant to Section 2.24 or (B) cancel its request to designate such Proposed Foreign Subsidiary Borrower as a Subsidiary Borrower hereunder.

(c) In addition to the foregoing requirements, if the Company shall deliver a Notice of Designation with respect to a Proposed Foreign Subsidiary Borrower, any Lender may, with notice to the Administrative Agent and the Company, fulfill its Commitment by causing a Lender Affiliate to act as the Lender in respect of such Proposed Foreign Subsidiary Borrower. Additionally, (x) such Lender’s obligations under this Agreement shall remain unchanged, (y) such Lender shall remain solely responsible to the other parties hereto for the performance of those obligations, and (z) the Company, any other Borrower, the Administrative Agent, the Lenders, the Issuing Lenders and the Swingline Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

(d) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to enter into such amendments to the Security Documents and/or such new Security Documents as are necessary or advisable, as reasonably determined by the Administrative Agent, in order to effect the provisions of Section 6.9(g).

2.30 MIRE Events. Notwithstanding the foregoing, no MIRE Event may be closed until the date that is (a) if there are no Mortgaged Properties in a “special flood hazard area”, ten (10) Business Days or (b) if there are any Mortgaged Properties in a “special flood hazard area”, thirty (30) days (in each case, the “Notice Period”), after the Administrative Agent has delivered to the Lenders the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Parties of that fact and (if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Loan Parties of such notice; and (iii) if required by Flood Laws, evidence of required flood insurance; provided that any such MIRE Event may be closed prior to the Notice Period if the Administrative Agent shall have received confirmation from each applicable Lender that such Lender has completed any necessary flood insurance due diligence to its reasonable satisfaction.

SECTION 3. LETTERS OF CREDIT

3.1 L/C Commitments. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Lenders set forth in this Section 3, agrees to issue letters of credit (provided that Barclays Bank PLC and Morgan Stanley Bank, N.A. shall only be required to issue standby letters of credit) (“Letters of Credit”) for the account of any Borrower (or for the joint and several account of any Borrower and any Subsidiary) on any Business Day in such form as may be approved from time to time by such Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the then outstanding L/C Obligations of such Issuing Lender would exceed such Issuing Lender’s L/C Commitment then in effect, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero or (iii) the aggregate undrawn amount of outstanding Letters of Credit and unpaid Reimbursement Obligations under the Revolving Facility would exceed $200,000,000. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire (or be subject to termination by notice from the relevant Issuing Lender to the beneficiary thereof) no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the automatic extension thereof for additional one-year periods (each, an “Auto-Extension Letter of Credit”) (which shall in no event extend beyond the applicable date referred to in clause (y) above); provided that any such Auto-Extension Letter of Credit must, if requested by the Issuing Lender, permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. If a Borrower requests a commercial letter of credit, such commercial letter of credit shall be subject to such additional terms as the Issuing Lender may reasonably require.

(b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

(c) On the Closing Date, the Existing Letters of Credit will automatically, without any action on the part of any Person, be deemed to be Letters of Credit issued hereunder on the Closing Date for the account of the Company for all purposes of this Agreement and the other Loan Documents.

3.2 Procedure for Issuance of Letter of Credit. Any Borrower may from time to time request that any Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Upon receipt of any Application, the relevant Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the relevant Issuing Lender and the applicable Borrower. The relevant Issuing Lender shall furnish a copy of such Letter of Credit to the applicable Borrower promptly following the issuance thereof. The relevant Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

3.3 Fees and Other Charges. (a) Each applicable Borrower will pay a fee on all outstanding Letters of Credit issued for the account of such Borrower (or for the joint and several account of such Borrower and any Subsidiary) at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility, shared ratably among the Revolving Lenders. Such fees shall be payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. In addition, each applicable Borrower shall pay to the relevant Issuing Lender for its own account a fronting fee in an amount per annum separately agreed with such Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for the account of such Borrower (or for the joint and several account of such Borrower and any Subsidiary), payable quarterly in arrears on each L/C Fee Payment Date after the issuance date.

(b) In addition to the foregoing fees, each applicable Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued for the account of such Borrower (or for the joint and several account of such Borrower and any Subsidiary).

3.4 L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby

accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued for such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (whether or not the conditions to borrowing set forth in Section 5.2 are satisfied). Each L/C Participant’s obligation to purchase participating interests pursuant to this Section 3.4(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant or any Borrower may have against any Issuing Lender, any Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the failure to satisfy any of the other conditions specified in Section 5; (iii) any adverse change in the condition (financial or otherwise) of any Borrower; (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the relevant Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error.

(c) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the applicable Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

3.5 Reimbursement Obligation of the Borrower. Each applicable Borrower agrees to reimburse the relevant Issuing Lender no later than the first Business Day following each date on which such Issuing Lender notifies such Borrower of the date and amount of a draft presented under any Letter of Credit issued for the account of such Borrower (or for the joint and several account of such Borrower and any Subsidiary) and paid by such Issuing Lender for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment; provided, that such reimbursement obligation of such Borrower shall be deemed to be satisfied when the Revolving Lenders have funded Revolving Loans in the amount of such draft so paid to reimburse such Lender in accordance with the following procedures: (A) the applicable Issuing Lender shall also notify the Administrative Agent of the amount to be so reimbursed, (B) such Borrower shall automatically be deemed to have requested a borrowing of Revolving Loans to be made as ABR Loans in the amount of such reimbursement obligation, and (C) the Administrative Agent shall have notified each Revolving Lender of the same and the amount to be funded by such Revolving Lender, which amount with respect to such Revolving Lender shall equal its Revolving Percentage of such reimbursement obligation (which shall be funded by such Revolving Lender whether or not the conditions to borrowing set forth in Section 5.2 are satisfied). Each such payment shall be made to the relevant Issuing Lender at its address for notices specified herein in lawful money of the United States and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the applicable Borrower under this Section from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.16(b) and (ii) thereafter, Section 2.16(c).

3.6 Obligations Absolute. Each applicable Borrower’s obligations under this Section 3 shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by any Issuing Lender under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of any setoff, counterclaim or defense to payment that any Borrower may have or may have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person, (v) any waiver by the Issuing Lender of any requirement that exists for the Issuing Lender’s protection and not the protection of any Borrower or any waiver by the Issuing Lender which does not in fact materially prejudice the applicable Borrower, (vi) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft, or (vii) any payment made by the Issuing Lender in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date is authorized by the Uniform Commercial Code, the ISP or the UCP, as applicable. Each applicable Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will promptly notify the Issuing Lender. Each Borrower shall be conclusively deemed to have waived any such claim against the Issuing Lender and its correspondents unless such notice is given as aforesaid.

Each Borrower also agrees with each Issuing Lender that such Issuing Lender shall not be responsible for, and such Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among any Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of any Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Issuing Lender. Each Borrower agrees that any action taken or omitted by any Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, unless taken or omitted with gross negligence or willful misconduct as found by a final and nonappealable decision of a court of competent jurisdiction, shall be binding on such Borrower and shall not result in any liability of such Issuing Lender to such Borrower. The foregoing shall not be construed to excuse any Issuing Lender from liability to the applicable Borrower to the extent of any direct damages (as opposed to consequential, special, indirect or punitive damages, claims in respect of which are hereby waived by each Borrower to the extent permitted by applicable law) suffered by such Borrower that are caused by such Issuing Lender’s failure to exercise the agreed standard of care as found by a final and nonappealable decision of a court of competent jurisdiction (as set forth in Section 3.7 below) in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that each Issuing Lender shall have exercised the agreed standard of care in the absence of gross negligence or willful misconduct on the part of such Issuing Lender as found by a final and nonappleable decision of a court of competent jurisdiction.

3.7 Letter of Credit Payments. If any draft shall be presented for payment under any Letter of Credit, the relevant Issuing Lender shall, within a period stipulated by the terms and conditions of such Letter of Credit following its receipt of such draft, examine such draft. The Issuing Lender shall, promptly after such examination, notify the applicable Borrower of the date and amount of such draft. The responsibility of the relevant Issuing Lender to any Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in substantial compliance with the terms of such Letter of Credit. The relevant Issuing Lender may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

3.8 Applications. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 3, the provisions of this Section 3 shall apply.

SECTION 4. REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit, the Company and, as to itself, each other Borrower, hereby represent and warrant to the Administrative Agent and each Lender that:

4.1 Financial Condition. The audited consolidated balance sheets of the Company as at December 31, 2015 and December 31, 2016, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by, and accompanied by an unqualified report from, PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Company as at March 31, 2017, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Company as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Schedule 4.1 sets forth on the Closing Date, all material Guarantee Obligations, contingent liabilities or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, of the Company and its Subsidiaries that exist on the Closing Date and are not reflected in the most recent financial statements or the notes thereto referred to in this paragraph. During the period from December 31, 2016 to and including the Closing Date there has been no Disposition by the Company of any material part of its business or property.

4.2 No Change. Since December 31, 2016 there has been no development or event that has had or would reasonably be expected to have a Material Adverse Effect.

4.3 Existence; Compliance with Law. Each of the Company and its Subsidiaries (a) is (except in the case of any Immaterial Subsidiary) duly organized, validly existing and in good standing (to the extent such concept is relevant in the applicable jurisdiction) under the laws of the jurisdiction of its organization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of clauses (c) and (d), to the extent that the failure to be qualified or comply would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.4 Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrower, to borrow

hereunder. Each Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Transaction and the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except consents, authorizations, filings and notices described in Schedules 4.4, 4.19(a) and 4.19(b), which consents, authorizations, filings and notices have been obtained or made and are in full force and effect or will have been obtained or made and be in full force and effect on the Closing Date. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

4.5 No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any material Contractual Obligation of the Company or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable to the Company or any of its Subsidiaries would reasonably be expected to have a Material Adverse Effect.

4.6 Litigation. Except as disclosed in the Exchange Act Report, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of any Borrower, threatened by or against the Company or any of its Subsidiaries or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that would reasonably be expected to have a Material Adverse Effect.

4.7 No Default. (a) Neither the Company nor any of its Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect that would reasonably be expected to have a Material Adverse Effect. (b) No Default has occurred and is continuing.

4.8 Ownership of Property; Liens. Each of the Company and its Subsidiaries (other than Foreign Subsidiaries, as to which no representation is made) has title in fee simple to, or a valid leasehold interest in, all its material real property, including the Mortgaged Properties, and good title to, or a valid leasehold interest in, all its other property material to its business, and none of such property is subject to any Lien except as permitted by Section 7.3.

4.9 Intellectual Property. The Company and each of its Subsidiaries owns, or is licensed to use, all material Intellectual Property necessary for the conduct of its business as currently conducted. No material claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any material Intellectual Property, nor does any Borrower know of any valid basis for any such claim. The use of Intellectual Property by the Company and its Subsidiaries does not infringe on the rights of any Person in any material respect.

4.10 Taxes. Each of the Company and each of its Subsidiaries has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed and has paid all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other Taxes imposed on it or any of its property by any Governmental Authority (other than any amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Company or its Subsidiaries, as the case may be), Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, no Tax Lien has been filed, and, to the knowledge of any Borrower, no claim is being asserted, with respect to any such Tax, fee or other charge.

4.11 Federal Regulations. No part of the proceeds of any Loans will be used for “buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of the Regulations of the Board; provided that the proceeds of the Loans may be used to acquire Company Stock in compliance with Regulation U. If requested by any Lender or the Administrative Agent, each applicable Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.

4.12 Labor Matters. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened; (b) hours worked by and payment made to employees of the Company and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from the Company or any of its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the Company or the relevant Subsidiary.

4.13 ERISA. During the five-year period prior to the date on which this representation is made, (a) neither a Reportable Event which could give rise to a material liability nor an “accumulated funding deficiency” or “failure to meet the minimum funding standards” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred with respect to any Single Employer Plan, and (b) each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan under Section 4041(c) of ERISA has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed

made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits by an amount which would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a material liability under ERISA, and neither the Company nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Company or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is Insolvent.

4.14 Investment Company Act; Other Regulations. No Loan Party is an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any Requirement of Law (other than Regulation X of the Board) that limits its ability to incur Indebtedness.

4.15 Subsidiaries. Except as disclosed to the Administrative Agent by the Company in writing from time to time after the Closing Date, (a) Schedule 4.15 sets forth the name and jurisdiction of formation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Company or any Subsidiary, except as created by the Loan Documents.

4.16 Use of Proceeds. The proceeds of the Tranche A Term Loans made on the Closing Date will be used to refinance Existing Loans, to pay fees and expenses relating to the Transaction and for general corporate purposes. The proceeds of the Revolving Loans and the Swingline Loans, and the Letters of Credit, shall be used for general corporate purposes, including to refinance the Existing Loans.

4.17 Environmental Matters. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect:

(a) the facilities and properties owned, leased or operated by the Company or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law;

(b) neither the Company nor any of its Subsidiaries has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Company or any of its Subsidiaries (the “Business”), nor does any Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;

(c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;

(d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of any Borrower, threatened, under any Environmental Law to which the Company or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;

(e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Company or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws;

(f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and

(g) neither the Company nor any of its Subsidiaries has assumed any liability of any other Person under Environmental Laws.

4.18 Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document or any other document, certificate or written statement furnished by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein, when taken as a whole, not materially misleading in light of the circumstances under which such statements were made; provided that with respect to projections and pro forma financial information contained in the materials referenced above, the Company represents only that such information was prepared based upon good faith estimates and assumptions believed by management of the Company to be reasonable at the time made, it being recognized by the Administrative Agent and the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Exchange Act Report or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

4.19 Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally) security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when the Administrative Agent obtains control of stock certificates representing such Pledged Stock, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are or have been filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof to the extent a security interest can be perfected by filings or other action required thereunder as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock with respect to which the Administrative Agent has control, Liens permitted by Section 7.3).

(b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are or have been filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person subject only to permitted Liens described in Section 7.3 hereof. As of the Closing Date, Schedule 1.1B lists each of the real properties in the United States owned in fee simple by the Company or any of its Subsidiaries (i) having a value, in the reasonable opinion of the Company, in excess of $15,000,000 or (ii) in which a mortgage, deed of trust or security interest has previously been granted to the Administrative Agent and has not been released.

4.20 Solvency. Each Loan Party is, and after giving effect to the Transactions and the incurrence of all Indebtedness and obligations being incurred in connection herewith and therewith will be and will continue to be, Solvent.

4.21 Anti-Corruption Laws and Sanctions. The Company has implemented and maintains in effect policies and procedures designed to reasonably ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Company, its Subsidiaries and, to the knowledge of the Company, its directors, officers, employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Company, any Subsidiary or, to the knowledge of the Company, any of the Company’s directors, officers or employees, or (b) to the knowledge of the Company, any agent of the Company or any Subsidiary that will act in any capacity in connection with or benefit from the credit facilities established hereby, is a Sanctioned Person. No Loan or Letter of Credit, direct or, to any Borrower’s knowledge, indirect use of proceeds, or other transaction by any Borrower contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.

4.22 EEA Financial Institutions. No Loan Party is an EEA Financial Institution.

SECTION 5. CONDITIONS PRECEDENT

5.1 Conditions to Amendment and Restatement of Existing Credit Agreement, Redesignation of Certain Loans and Commitments and Continuation of Existing Letters of Credit on Closing Date. The agreement of each Lender to amend and restate the Existing Credit Agreement in the form of this Agreement and make extensions of credit hereunder is subject to the prior or concurrent satisfaction of the following conditions precedent (subject to Section 6.9(f)):

(a) Agreement. The Administrative Agent shall have received this Agreement, executed and delivered by each Borrower and the Lenders.

(b) Fees. The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses of the Administrative Agent and the Arrangers for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date.

(c) Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

(d) Legal Opinion. The Administrative Agent shall have received the executed legal opinion of Mayer Brown LLP, counsel to the Borrowers and the other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

(e) Pledged Stock; Stock Powers. The Administrative Agent shall have received the certificates representing the shares of certificated Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and Uniform Commercial Code Financing Statements covering such Capital Stock (to the extent not previously delivered or filed, as applicable), and required to be delivered on or prior to the Closing Date under the Guarantee and Collateral Agreement, in each case unless a longer period is allowed by the Guarantee and Collateral Agreement.

(f) Filings, Registration and Recordings. Each document (including any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.3), shall have been filed, registered or recorded or, if not, shall be in proper form for filing, registration or recordation, in each case unless a longer period is allowed by the Guarantee and Collateral Agreement; provided that if, notwithstanding the use by the Loan Parties of commercially reasonable efforts to satisfy the requirements set forth in Section 5.1(e) and this Section 5.1(f) or any requirement with respect to any non-U.S. asset required to be pledged under any Loan Document, such requirement is not satisfied as of the Closing Date, the

satisfaction of such requirement (other than with respect to the filing of any Uniform Commercial Code financing statement) shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 30 days of the Closing Date or such other applicable date as set forth in the Guarantee and Collateral Agreement (or such later date as the Administrative Agent may agree in its reasonable discretion)). The Guarantee and Collateral Agreement shall have been amended and restated substantially in the form of Exhibit A.

(g) Reallocation and Assignments.

(i) The Company shall have paid to the Administrative Agent interest, letter of credit commissions and commitment fees which are unpaid and accrued to the Closing Date under the Existing Credit Agreement; and

(ii) The Lenders shall have made such payments and assignments among themselves and to the lenders under the Existing Credit Agreement, as directed by the Administrative Agent, so that the Commitments, Loans and Letters of Credit outstanding on the Closing Date are held by the Lenders in accordance with this Agreement. Commitments, Loans and Letters of Credit (each as defined in the Existing Credit Agreement) made or issued under the Existing Credit Agreement and outstanding on the Closing Date shall be continued outstanding hereunder as Commitments, Loans and Letters of Credit hereunder as provided in Section 2.26 and 3.1(c). Each assignment to be made pursuant to this paragraph shall be deemed to be made automatically on the Closing Date without any further action by any Lender or the Company.

(h) Projections. The Lenders shall have received projections of the Company (consisting of a balance sheet, statement of cash flows and income statement) for fiscal years 2017, 2018 and 2019 that are reasonably satisfactory to the Administrative Agent.

(i) Flood Documentation. The Administrative Agent shall have received (i) a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each of the Mortgaged Properties (together with a notice about special flood hazard area status and flood disaster assistance duly executed by each Borrower and each Loan Party relating thereto in the event any such Mortgaged Properties are located within a “special flood hazard area”) and (ii) if any portion of any Mortgaged Property is located in a “special flood hazard area”, evidence of flood insurance with a financially sound and reputable insurer in form and substance reasonably acceptable to the Administrative Agent.

5.2 Conditions to Each Extension of Credit. The agreement of each Lender to make any extension of credit requested to be made by it on any date (including its initial extension of credit) is subject to the satisfaction of the following conditions precedent:

(a) Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (and in all respects if any such representation and warranty is qualified by materiality) on and as of such date as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date, in which case it was true and correct in all material respects as of such earlier date).

(b) No Default. No Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

Each borrowing by and issuance of a Letter of Credit on behalf of any Borrower hereunder shall constitute a representation and warranty by such Borrower as of the date of such extension of credit that the conditions contained in this Section 5.2 have been satisfied.

5.3 Additional Conditions Applicable to the Foreign Subsidiary Borrowers. The agreement of each Lender to make any Loan requested to be made by it to any Foreign Subsidiary Borrower on any date is subject to satisfaction or waiver of, in addition to the conditions precedent set forth in Sections 5.1 and 5.2, the truthfulness and correctness in all material respects on and as of such date of the following additional representations and warranties:

(a) No Immunities, etc. Such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any other Loan Document to which it is a party, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement and any other Loan Document to which it is a party constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any other Loan Document to which it is a party. Such Foreign Subsidiary Borrower has waived every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any other Loan Document to which it is a party. The waiver by such Foreign Subsidiary Borrower described in the immediately preceding sentence is the legal, valid and binding obligation of such Foreign Subsidiary Borrower.

(b) No Recordation Necessary. This Agreement and each other Loan Document to which it is a party, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability,

priority or admissibility in evidence of this Agreement and any such other Loan Document. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement or any such other Loan Document that this Agreement, such other Loan Document or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, such other Loan Document or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, such other Loan Document or any other document is sought to be enforced and for any charge or tax as has been timely paid.

(c) Exchange Controls. The execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement or any other Loan Document to which it is a party is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except such as have been made or obtained.

Each borrowing by any Subsidiary Borrower hereunder shall constitute a representation and warranty by each of the Company and such Subsidiary Borrower as of the date of such borrowing or such issuance that the conditions contained in this Section 5.3 have been satisfied.

SECTION 6. AFFIRMATIVE COVENANTS

The Company hereby agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder, the Company shall and shall cause each of its Subsidiaries to:

6.1 Financial Statements. Furnish to the Administrative Agent and each Lender:

(a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Company, a copy of the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows (or such other similar or additional statement then required by the SEC for annual reports filed pursuant to the Exchange Act) for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, or other material qualification or exception, by PricewaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standing; and

(b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Company, the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows (or such other or similar or additional statement then required by the SEC for quarterly reports filed pursuant to the Exchange Act) for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments).

All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance in all material respects with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).

Financial statements required to be delivered pursuant to this Section 6.1 shall be deemed to have been delivered on the date on which the Company provides notice to the Administrative Agent (which notice the Administrative Agent shall promptly provide to the Lenders) that such financial statements are included in its annual report on Form 10-K or Form 10-Q, as the case may be, as filed with the SEC, and such report has been posted on the SEC website on the Internet at sec.gov/edaux/searches.htm (or any successor website), on the Company’s IntraLinks site at intralinks.com or at another relevant website identified in such notice and accessible by the Lenders without charge.

6.2 Certificates; Other Information. Furnish to the Administrative Agent and each Lender:

(a) [reserved]

(b) within 10 Business Days after the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default except as specified in such certificate and (ii) in the case of quarterly or annual financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance by the Company and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Company, as the case may be;

(c) no later than three (3) Business Days prior to the effectiveness thereof, copies of substantially final drafts of any amendment, supplement, waiver or other modification with respect to any Unsecured Note Agreement; provided this clause (c) shall not apply with respect to any such amendment, supplement, waiver or modification if the terms of such amendment, supplement, waiver or modification are posted on the SEC website or on the Company’s IntraLinks site at least three Business Days prior to the effectiveness thereof;

(d) promptly upon the mailing thereof, copies of all financial statements and reports (except to the extent previously delivered pursuant to Section 6.1) that the Company sends to the holders of any class of its debt securities or public equity securities and, within five days after the same are filed, copies of all financial statements and reports that the Company may make to, or file with, the SEC;

(e) as soon as available, but in any event not later than 45 days after the end of each fiscal year of the Company (but only if the Company’s Consolidated Leverage Ratio is greater than 3.00 to 1.0 as of the end of the Company’s third fiscal quarter in such ending fiscal year), a copy of the projections by the Company of its operating budget and cash flow budget for

each quarter of the fiscal year in which such delivery is required to be made, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared based upon good faith estimates and assumptions and on the basis of sound financial planning practice;

(f) promptly, such additional financial and other information as any Lender (through the Administrative Agent) may from time to time reasonably request; and

(g) on or before December 31, 2017, quarterly projections of the Company (consisting of a balance sheet, statement of cash flows and income statement) for each fiscal quarter in fiscal year 2018 that are in form and detail reasonably satisfactory to the Administrative Agent.

6.3 Payment of Taxes. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all Tax obligations that are material to the Company and its Subsidiaries taken as a whole of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the Company or its Subsidiaries, as the case may be.

6.4 Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its corporate or other organizational existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of the Business, except, in each case, as otherwise permitted by Section 7.4 and except, in the case of clause (ii) above, to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (c) maintain in effect and enforce policies and procedures designed to reasonably ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

6.5 Maintenance of Property; Insurance. (a) Keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business.

6.6 Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and accounts in which full, true and correct entries in conformity in all material respects with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) permit representatives of any Lender, upon reasonable prior written notice, to make reasonable visits to and inspections of any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Company and its Subsidiaries with officers of the Company and its

Subsidiaries; provided that with respect to clause (b), prior to the occurrence and continuation of an Event of Default, such visit and inspection shall be made by representatives of the Administrative Agent on behalf of any Lender and no more than one such visit shall be made per year.

6.7 Notices. Promptly give notice to the Administrative Agent and each Lender of:

(a) the occurrence of any Default upon obtaining knowledge thereof;

(b) any (i) default or event of default under any Contractual Obligation of the Company or any of its Subsidiaries or (ii) litigation, investigation or proceeding that may exist at any time between the Company or any of its Subsidiaries and any Governmental Authority, that in either case, if not cured or if adversely determined, as the case may be, would reasonably be expected to have a Material Adverse Effect;

(c) any litigation or proceeding affecting the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect;

(d) the following events, as soon as possible and in any event within 30 days after the Company knows or has reason to know thereof: (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan that could reasonably be expected to result in a material liability to the Company, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Company or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination or Insolvency of, any Plan; and

(e) any development or event that has had or would reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 6.7 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Company or the relevant Subsidiary proposes to take with respect thereto.

6.8 Environmental Laws. (a) Comply with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except, in each case with respect to this Section 6.8, to the extent the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws.

6.9 Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by the Company or any of its Subsidiaries that is a Loan Party (or is required to be a Loan Party pursuant to the terms of this Agreement and the other Loan Documents) (other than (x) any property described in paragraph (b), (c) or (d) below and (y) any property subject to a Lien expressly permitted by Section 7.3(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in such property having the highest priority then available, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

(b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $15,000,000 acquired after the Closing Date by the Company or any of its Subsidiaries that is a Loan Party (or is required to be a Loan Party pursuant to the terms of this Agreement and the other Loan Documents) (other than (x) any such real property subject to a Lien expressly permitted by Section 7.3(g) and (y) any Excluded Real Property), promptly (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such mortgage or deed of trust, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the Closing Date until the date that is (a) if such real property is not located in a “special flood hazard area”, ten (10) Business Days or (b) if such real property is located in a “special flood hazard area”, thirty (30) days, after the Administrative Agent has delivered to the Lenders the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Parties of that fact and (if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Loan Parties of such notice; and (iii) if required by Flood Laws, evidence of required flood insurance.

(c) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by the Company or any of its Subsidiaries (other than an Excluded Subsidiary) (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (i) execute and deliver to the

Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any of its Subsidiaries that is a Loan Party (or is required to be a Loan Party pursuant to the terms of this Agreement and the other Loan Documents), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, (iii) cause such new Subsidiary (other than Excluded Subsidiaries) (A) to become a party to the Guarantee and Collateral Agreement and (B) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

(d) With respect to any new first-tier Foreign Subsidiary (other than any Excluded Foreign Subsidiary (as defined in the Guarantee and Collateral Agreement)) of a Loan Party created or acquired after the Closing Date by the Company or any of its Subsidiaries (other than an Excluded Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary that is a CFC or a CFC Holding Company be required to be so pledged (except, for the avoidance of doubt, with respect to a pledge pursuant to Section 6.9(g)), provided, further, that no Loan Party shall not be obligated to pledge the Capital Stock of a Foreign Subsidiary to the extent such pledge would violate the laws of the jurisdiction of such Foreign Subsidiary’s organization), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

(e) Deliver to the Administrative Agent executed Mortgage amendments and updated title insurance policies, all in form reasonably satisfactory to the Administrative Agent, with respect to Mortgages existing on the Closing Date on or prior to the day which is 30 days after the Closing Date (which period may be extended by the Administrative Agent from time to time in its sole discretion).

(f) Satisfy, to the extent not satisfied as of the Closing Date, the requirements set forth in Sections 5.1(e) and 5.1(f) within 30 days of the Closing Date or such other applicable date as set forth in the Guarantee and Collateral Agreement (or such later date as the Administrative Agent may agree in its reasonable discretion). In addition, within 30 days of the

Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion), the Company shall deliver to the Administrative Agent insurance certificates and endorsements naming the Administrative Agent as additional insured or additional loss payee under the insurance policies of the Company and its Subsidiaries in accordance with Section 5.2(b) of the Guarantee and Collateral Agreement.

(g) Notwithstanding anything to the contrary set forth in this Agreement:

(i) each Subsidiary Borrower (including any Foreign Subsidiary Borrower) and any other applicable Loan Party shall, on the date such Subsidiary becomes a Subsidiary Borrower under this Agreement, (A) execute and deliver to the Administrative Agent such amendments to such Security Documents (or such additional Security Documents) as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such Subsidiary Borrower, (B) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such other Loan Party, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, (C) execute and deliver to the Administrative Agent such amendments to such Security Documents (or such additional Security Documents and guarantee documents) as the Administrative Agent deems necessary or advisable for such Subsidiary Borrower to become a party to each applicable Security Document and guarantee document, (D) execute and deliver such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property of such Subsidiary Borrower that is of the type included in the Collateral and (E) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in such property having the highest priority then available, including the filing of Uniform Commercial Code financing statements (or equivalent documents under local law) in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent; provided that any such security interest granted by a Foreign Subsidiary Borrower shall only secure the Obligations of such Foreign Subsidiary Borrower.

(ii) solely with respect to the Obligations of a Foreign Subsidiary Borrower, (i) each Subsidiary of such Foreign Subsidiary Borrower (other than (x) any Immaterial Foreign Subsidiary, (y) any Excluded Foreign Subsidiary (as such term is defined in the Guarantee and Collateral Agreement) and (z) any such Subsidiary with respect to which the Company and the Administrative Agent reasonably determine that (A) a guarantee of the Obligations of such Foreign Subsidiary Borrower or a grant of Liens as security for the Obligations of such Foreign Subsidiary Borrower would result in material adverse tax consequences or (B) the time and expense of implementing such guarantee or security arrangement is excessive in relation to the benefits to the Lenders of obtaining the same) and the direct parent of such Foreign Subsidiary Borrower (each such direct parent and Subsidiary of a Foreign Subsidiary Borrower, a “Foreign Guarantor”) and each other applicable Loan Party shall, on the date such Foreign Subsidiary becomes a Foreign

Subsidiary Borrower under this Agreement, (A) execute and deliver to the Administrative Agent such amendments to such Security Documents (or such additional Security Documents) as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such Foreign Guarantor that is owned by a Loan Party, (B) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the applicable Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, (C) cause such Foreign Guarantor (I) to become a party to each applicable Security Document and guarantee document (which documents shall include a provision regarding appointment of an agent for service of process with respect to such Foreign Guarantor in substantially the same form as Section 10.12(b)) and (II) to deliver to the Administrative Agent a certificate of such Foreign Guarantor, substantially in the form of Exhibit C, with appropriate insertions and attachments, (D) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, (E) execute and deliver such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property of such Foreign Guarantor that is of the type included in the Collateral and (F) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in such property having the highest priority then available, including the filing of Uniform Commercial Code financing statements (or equivalent documents under local law) in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent; provided that any such guarantee and security interest granted by a Foreign Guarantor shall only secure the Obligations of the Foreign Subsidiary Borrower of which it is a direct parent or a Subsidiary.

SECTION 7. NEGATIVE COVENANTS

The Company hereby agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

7.1 Financial Condition Covenants.

(a) Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the Company to exceed 3.50 to 1.00.

(b) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio for any period of four consecutive fiscal quarters of the Company to be less than 2.75 to 1.0.

7.2 Indebtedness. Create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except:

(a) Indebtedness of any Loan Party pursuant to any Loan Document;

(b) Indebtedness of the Company to any of its Subsidiaries and of any Subsidiary to the Company or any other Subsidiary of the Company (including indirect intercompany indebtedness between Subsidiaries of the Company organized under the laws of the People’s Republic of China funded through local banks in reliance on cash collateral posted with such local banks by other such Chinese Subsidiaries);

(c) Guarantee Obligations incurred in the ordinary course of business by the Company or any of its Subsidiaries of obligations of any Subsidiary in an aggregate amount not to exceed $175,000,000 at any time, unless otherwise permitted hereunder;

(d) Indebtedness existing on the Closing Date (or which may have been incurred pursuant to commitments existing on the Closing Date) listed on Schedule 7.2(d) and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof);

(e) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 7.3(g) or (i) in an aggregate principal amount not to exceed $75,000,000 at any one time outstanding;

(f) (i) unsecured indebtedness of the Company in respect of its 5-3/8% Senior Notes due December 15, 2024 (the “2024 Notes”) and its 5% Senior Notes due July 15, 2026 (the “2026 Notes,” and collectively with the 2024 Notes, the “Existing Unsecured Notes”) and any Permitted Refinancing Indebtedness in respect thereof and (ii) unsecured Guarantee Obligations of any Subsidiary Guarantor in respect of such Indebtedness;

(g) Hedge Agreements (including Guarantee Obligations of the Loan Parties in respect of Hedge Agreements entered into by Tenneco Management (Europe) Limited or any Subsidiary that succeeds Tenneco Management (Europe) Limited in the performance of international treasury management functions) as long as such agreements are entered into to hedge actual exposure and not entered into for speculative purposes;

(h) [reserved];

(i) Indebtedness of the Company or any of its Subsidiaries in respect of Stub Debt;

(j) additional Indebtedness of the Company or any of its Subsidiaries in an aggregate principal amount (for all incurrences by the Company and all Subsidiaries pursuant to this clause (j)) which when incurred does not exceed the greater of (x) $300,000,000 and (y) 5.0% of Consolidated Total Assets as of the last day of the fiscal quarter immediately preceding the date of incurrence for which financial statements are available;

(k) Capital Lease Obligations arising from Permitted Sale/Leasebacks;

(l) (i) unsecured senior or subordinated Indebtedness of the Company or any of its Subsidiaries as long as (a) after giving effect thereto and the use of proceeds thereof, the Company would be in compliance with Section 7.1 as of the last day of the most recently ended fiscal quarter on a pro forma basis and (b) such Indebtedness has no required (scheduled and mandatory) principal payments prior to the date which is 91 days after the Tranche A Final Maturity Date (or, if later, 91 days after the then scheduled final maturity date of any Incremental Facility) (other than pursuant to change of control and asset sale covenants substantially similar to those in the Unsecured Note Agreements for the Existing Unsecured Notes) and (ii) unsecured Guarantee Obligations of any Subsidiary Guarantor in respect of such Indebtedness;

(m) Indebtedness in respect of Cash Management Obligations, including Cash Pooling Agreements, or guarantees thereof, including the guarantee set forth in Section 2.1(f) of the Guarantee and Collateral Agreement;

(n) additional unsecured Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed the local currency equivalent of €225,000,000 at any time;

(o) unsecured Guarantee Obligations by the Company of Indebtedness otherwise permitted hereunder of any Subsidiary and by any Subsidiary of Indebtedness otherwise permitted hereunder of the Company or any other Subsidiary;

(p) Indebtedness of TAOC in connection with the Hart County Facility IDB Transaction;

(q) Indebtedness under a Permitted Receivables Financing to the extent such Indebtedness arises as a result of the recharacterization for accounting purposes or legal purposes of such Permitted Receivables Financing as a secured debt transaction rather than a true sale transaction;

(r) surety bonds issued for the account of the Company and its Subsidiaries in the ordinary course of business; and

(s) Indebtedness incurred by a Special Purpose Finance Subsidiary.

7.3 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except for:

(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of any Loan Party or any Excluded Subsidiary, as the case may be, in conformity with GAAP;

(b) statutory liens of landlords and carriers, warehousemen, mechanics, materialmen, repairmen or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;

(c) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation;

(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or any of its Subsidiaries;

(f) Liens in existence on the Closing Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased;

(g) Liens securing Indebtedness incurred pursuant to Section 7.2(e) on property at the time it is acquired by the Company or any of its Subsidiaries, provided that such Liens do not spread to cover other properties;

(h) Liens arising solely by virtue of any contractual, statutory or common law provisions related to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts and securities accounts;

(i) Liens securing Indebtedness of the Company or any Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased;

(j) Liens created pursuant to the Security Documents;

(k) Liens consisting of judgment or judicial attachment Liens and Liens securing contingent obligations on appeal and other bonds in connection with court proceedings or judgments up to the aggregate at any time outstanding of $75,000,000;

(l) any interest or title of a lessor under any lease entered into by the Company or any other Subsidiary in the ordinary course of its business and covering only the assets so leased, including any precautionary UCC filing related thereto;

(m) Permitted Receivables Financings (including Liens on the assets subject to a Permitted Receivables Financing if such Permitted Receivables Financing is recharacterized for accounting purposes or legal purposes as a secured financing transaction rather than a true sale transaction);

(n) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate

fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to all Liens incurred by the Company and all Subsidiaries pursuant to this clause (n) at any time in effect) at the time such Lien is incurred the greater of (x) $150,000,000 and (y) 3.50% of Consolidated Total Assets as of the last day of the fiscal quarter immediately preceding the date of incurrence for which financial statements are available;

(o) [reserved];

(p) Liens on cash, cash equivalents, deposit accounts and similar items of Foreign Subsidiaries securing Cash Management Obligations, including obligations in respect of any Cash Pooling Agreement, and guarantees by the Company or any of its Subsidiaries of such Cash Management Obligations or other obligations (it being understood that the Company and the Domestic Subsidiaries may not provide a security interest in the Collateral or their other assets for Cash Management Obligations or obligations under any Cash Pooling Agreement to benefit Foreign Subsidiaries except to the extent the secured party is a Lender (or any Affiliate of a Lender));

(q) Liens on up to $50,000,000 of cash collateral securing obligations to issuing banks in respect of banker’s acceptances issued through joint ventures of the Company and its Subsidiaries in the People’s Republic of China;

(r) Liens on the Hart County Facility and related assets in connection with the Hart County Facility IDB Transaction;

(s) Liens on Company Stock; and

(t) Liens on assets of a Special Purpose Finance Subsidiary to secure Indebtedness incurred by such Special Purpose Finance Subsidiary; and

(u) matters expressly listed as exceptions to title or subordinate matters in the Administrative Agent’s title insurance policies for such Mortgaged Properties.

7.4 Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its property or business, except that:

(a) (i) any Subsidiary of the Company may be merged or consolidated with or into the Company (provided that the Company shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor or any Subsidiary Borrower (provided that (x) if any such transaction is between a Wholly Owned Subsidiary Guarantor and a Subsidiary that is not a Wholly Owned Subsidiary Guarantor or a Subsidiary Borrower, such Wholly Owned Subsidiary Guarantor shall be the continuing or surviving entity and (y) if any such transaction is between a Subsidiary Borrower and any Subsidiary that is not a Subsidiary Borrower, such Subsidiary Borrower shall be the continuing or surviving entity) and (ii) any Foreign Subsidiary may be merged with or into any other Subsidiary (provided that, (w) if any such transaction is between a Domestic Subsidiary and a Foreign Subsidiary that is not a Foreign Subsidiary Borrower or a Foreign Guarantor, such Domestic Subsidiary shall be the continuing or surviving entity, (x) if any such transaction is between a Foreign Subsidiary Borrower and a Foreign

Subsidiary that is not a Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower shall be the continuing or surviving entity, (y) if any such transaction is between a Foreign Guarantor and a Subsidiary that is not a Guarantor or a Subsidiary Borrower, such Foreign Guarantor shall be the continuing or surviving entity and (z) if any such transaction is between a Foreign Subsidiary Borrower and a Domestic Subsidiary Borrower, such Domestic Subsidiary Borrower shall be the continuing or surviving entity);

(b) (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any Wholly Owned Subsidiary Guarantor, (ii) any Foreign Subsidiary (other than any Foreign Borrower or any Foreign Guarantor) may Dispose of any or all of its assets upon voluntary liquidation or otherwise to any other Subsidiary and (iii) any Subsidiary of the Company may Dispose of any or all of its assets pursuant to a Disposition permitted by Section 7.5 (other than pursuant to Section 7.5(c)); provided that, for the avoidance of doubt, any Subsidiary of the Company that only holds Capital Stock of other Subsidiaries of the Company (a “Subsidiary Holding Company”) may consummate any sale of all or substantially all of its assets that would be permitted under this Section 7.4(b) with respect each such Subsidiary or Subsidiaries held by such Subsidiary Holding Company; provided further that no Subsidiary Borrower shall be permitted to Dispose of all or substantially all of its assets pursuant to this Section 7.4(b) if such Subsidiary Borrower has any outstanding Loans or Reimbursement Obligations; and

(c) any Subsidiary (other than a Subsidiary Borrower) (i) in which the Company and its Subsidiaries own Capital Stock representing less than 80% of the ordinary voting power of such Subsidiary or (ii) that is a Foreign Subsidiary or an Immaterial Domestic Subsidiary may be liquidated as long as the proceeds of such liquidation (after satisfying all Contractual Obligations of such Subsidiary) are distributed to the holders of the Capital Stock of such Subsidiary on an approximately ratable basis (based on their respective equity ownership interests in such Subsidiary).

7.5 Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, except:

(a) the Disposition of unnecessary, obsolete or worn out property in the ordinary course of business;

(b) the sale of inventory in the ordinary course of business;

(c) Dispositions permitted by Section 7.4(b);

(d) [reserved];

(e) any Permitted Receivables Financing;

(f) Dispositions listed and described on Schedule 7.5 as in effect on the Closing Date;

(g) any Disposition of assets (i) from one Foreign Subsidiary (other than any Loan Party) to a Foreign Subsidiary, (ii) from one Loan Party to another Loan Party or (iii) from a Subsidiary to a Loan Party;

(h) the Disposition of other property not described in clauses (a) - (g) above or (i)-(o) below for not less than fair market value as long as (i) at least 75% of the consideration consists of cash and cash equivalents (provided that such minimum cash/cash equivalent requirement shall not apply to any Disposition or series of related Dispositions of property having a fair market value of $25,000,000 or less as long as the aggregate fair market value of property Disposed of which is not subject to such minimum cash/cash equivalent requirement does not exceed $75,000,000 after the Closing Date) and (ii) the aggregate fair market value of such property so disposed of does not exceed the sum of (A) 30% of the Consolidated Total Assets of the Company as determined on the Closing Date plus (B) the proceeds of all Reinvestment Deferred Amounts with respect to Dispositions reinvested in the business of the Company and its Subsidiaries after the Closing Date; provided, that neither the Company nor any Subsidiary Guarantor shall make Dispositions under this clause (h), the proceeds of which are reinvested in Subsidiaries that are not Subsidiary Guarantors, with respect to property having an aggregate fair market value in excess of 30% of the Consolidated Total Assets of the Company as determined on the Closing Date;

(i) the Company or any of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any Foreign Subsidiary or the assets of any Foreign Subsidiary to the Company or a Subsidiary of the Company;

(j) the Company or any of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any Foreign Subsidiary or Joint Venture formed or organized under the laws of (i) the People’s Republic of China or (ii) any state, province, district or other subdivision thereof in each case to a Wholly Owned Subsidiary of the Company that is formed or organized under the laws of (A) either the People’s Republic of China or the United States or (B) any state, province, district or other subdivision of either such country;

(k) the Company and its Subsidiaries may sell property pursuant to Permitted Sale/Leasebacks;

(l) the Disposition of property as an Investment made pursuant to Section 7.8(g) in any Joint Venture or in any Person who, prior to the Investment, is not a Subsidiary and who becomes, as a result of the Investment, a Subsidiary that is not a Wholly Owned Subsidiary;

(m) the Disposition of the Capital Stock or assets of any Immaterial Subsidiary;

(n) the sale by the Company and its Subsidiaries (i) of instruments in the People’s Republic of China and (ii) bills of exchange of the Company and its Subsidiaries in Europe;

(o) sales of Cash Equivalents in the ordinary course of business;

(p) at the request of the Administrative Agent, the shares of any Foreign Subsidiary formed or organized under the laws of the Czech Republic may be transferred to any Wholly Owned Subsidiary to the extent necessary to pledge up to 65% of the voting capital stock of such Subsidiary under the laws of the Czech Republic pursuant to the Security Documents;

(q) the Disposition of the Hart County Facility from TAOC to the Hart County Industrial Building Authority, in connection with the Hart County Facility IDB Transaction;

(r) the Company or any of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any Foreign Subsidiary formed or organized under the laws of (a) any European country or (b) any state, province, district or other subdivision of any such country, in each case to a Foreign Subsidiary that is a European holding company; and

(s) Dispositions of Company Stock.

Simultaneously with any transfer described in Section 7.5(i), (j) or (r) of this Agreement, the Lenders authorize the Administrative Agent to release the Lien on and security interest created by the Loan Documents in the Capital Stock of the Subsidiaries so transferred or contributed and authorize the Administrative Agent to take any action reasonably requested by the Company to effect such release.

7.6 Restricted Payments. Declare or pay any dividend (other than dividends payable solely in common stock or other applicable common equity interests of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of the Company or any Subsidiary, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Company or any Subsidiary (collectively, “Restricted Payments”), except that:

(a) any Subsidiary may make Restricted Payments to the Company, any Subsidiary or to any other Person (ratably based on such other Person’s equity ownership in such Subsidiary) which owns Capital Stock of such Subsidiary;

(b) so long as no Default shall have occurred and be continuing, the Company may purchase the Company’s common stock or common stock options from present or former officers or employees of the Company or its Subsidiaries upon the death, disability or termination of employment of such officer or employee, provided that the aggregate amount of Restricted Payments under this paragraph (b) shall not exceed $1,000,000;

(c) the Company may make Restricted Payments if, after giving effect thereto, the pro forma Consolidated Leverage Ratio would be less than 2.25 to 1.0 (as calculated on the last day of the most recent fiscal quarter for which financial statements are available) (it being understood that any Restricted Payment permitted at the time it was made shall be deemed to be permitted notwithstanding that the conditions specified in this paragraph (c) for such Restricted Payment may no longer be satisfied thereafter). No Restricted Payment may be made pursuant to this paragraph (c) during a Default or Event of Default other than Restricted Payments required pursuant to contractual obligations to purchase Capital Stock or options of the Company or any Subsidiary from officers or employees or former officers or employees of the Company and its Subsidiaries;

(d) (i) the Company may make Restricted Payments in an aggregate amount not to exceed $150,000,000 in any fiscal year; and (ii) if, after giving effect to any Restricted Payment, the pro forma Consolidated Leverage Ratio would be less than 2.5 to 1.0 (as calculated on the last day of the most recent fiscal quarter for which financial statements are available), then the Company may make Restricted Payments pursuant to this clause (d)(ii) in an aggregate amount after the Closing Date not to exceed the sum of $200,000,000 plus 50% of Consolidated Net Income accruing from the Closing Date minus the amount of any Investments made pursuant to Section 7.8(l) (it being understood that any Restricted Payment permitted at the time it was made shall be deemed to be permitted notwithstanding that the conditions specified in this paragraph (d) for such Restricted Payment may no longer be satisfied thereafter); provided that the amount of Restricted Payments permitted under clause (i) or (ii) of this paragraph (d) for any period shall be reduced by the amount of any Restricted Payments made pursuant to paragraph (b) above in such period. No Restricted Payment may be made pursuant to this paragraph (d) during a Default or Event of Default other than Restricted Payments required pursuant to contractual obligations to purchase Capital Stock or options of the Company or any Subsidiary from officers or employees or former officers or employees of the Company and its Subsidiaries; and

(e) the Company may withhold shares of Capital Stock of the Company from, and pay personal payroll taxes of employees in respect of vested restricted shares of, options to purchase and other equity incentive awards in respect of, the Capital Stock of the Company.

7.7 [Intentionally Omitted]

7.8 Investments. Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing, “Investments”), except:

(a) extensions of trade credit in the ordinary course of business;

(b) investments in Cash Equivalents;

(c) (i) Guarantee Obligations permitted by Section 7.2 and (ii) Guarantee Obligations arising in the ordinary course of business with respect to other obligations that do not constitute Indebtedness;

(d) loans and advances to employees of the Company or any Subsidiary of the Company in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate amount for the Company or any Subsidiary of the Company not to exceed $10,000,000 at any one time outstanding;

(e) Investments made by the Company or any of its Subsidiaries in the Company or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount;

(f) intercompany Investments by the Company or any of its Subsidiaries in the Company or any Person that, prior to such investment, is a Subsidiary (including indirect intercompany investments between Subsidiaries of the Company organized under the laws of the People’s Republic of China funded through local banks in reliance on cash collateral posted with such local banks by other such Chinese Subsidiaries);

(g) Investments in Joint Ventures and in any Person who, prior to the Investment, is not a Subsidiary and who becomes, as a result of the Investment, a Subsidiary that is not a Wholly Owned Subsidiary in an aggregate amount not to exceed in any fiscal year the greater of (x) $125,000,000 and (y) 3.0% of Consolidated Total Assets as of the last day of the immediately preceding fiscal year; provided, that (i) any such amount not so invested in the fiscal year for which it is permitted may be carried over for investment in the next succeeding fiscal year only and (ii) in each fiscal year, amounts carried over from previous years may not be used for purposes of calculating future carry-over amounts;

(h) Investments in existence on the Closing Date listed on Schedule 7.8(h), provided that no such Investment is increased except as permitted by the other provisions of this Section 7.8;

(i) each Finance Subsidiary may execute and deliver one or more subordinated promissory notes (having terms customary for similar notes issued in transactions similar to a Permitted Receivables Financing) to the Company and its Subsidiaries representing the deferred purchase price of receivables sold to such Finance Subsidiary in a Permitted Receivables Financing, and the Company and its Subsidiaries may contribute receivables and other assets of the type referred to in the definition of “Permitted Receivables Financing” to the capital of any Finance Subsidiary in connection with a Permitted Receivables Financing;

(j) acquisitions as long as, after giving effect thereto, the Company would be in pro forma compliance with the covenants in Section 7.1 for the most recently ended fiscal quarter for which financial statements are available;

(k) Investments if, after giving effect thereto, the pro forma Consolidated Leverage Ratio would be less than 2.25 to 1.0 (as calculated on the last day of the most recent fiscal quarter for which financial statements are available) (it being understood that any Investment permitted at the time it was made shall be deemed to be permitted notwithstanding that the conditions specified in this paragraph (k) for such Investment may no longer be satisfied thereafter). No Investment may be made pursuant to this paragraph (k) during a Default or Event of Default;

(l) Investments if, after giving effect thereto, the pro forma Consolidated Leverage Ratio would be less than 2.5 to 1.0 (as calculated on the last day of the most recent fiscal quarter for which financial statements are available), in an aggregate amount after the Closing Date not to exceed the sum of $200,000,000 plus 50% of Consolidated Net Income accruing from the Closing Date minus the amount of any Restricted Payments made pursuant to Section 7.6(d) (it being understood that any Investment permitted at the time it was made shall be deemed to be permitted notwithstanding that the conditions specified in this paragraph (l) for such Investment may no longer be satisfied thereafter). No Investment may be made pursuant to this paragraph (l) during a Default or Event of Default;

(m) non-cash consideration received, to the extent permitted by the Loan Documents, in connection with the disposition of property permitted by this Agreement;

(n) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(o) Hedge Agreements entered into to hedge actual exposure and not for speculative purposes;

(p) deposit accounts and securities accounts maintained in the ordinary course of business, and to the extent constituting an Investment, Cash Management Obligations;

(q) in addition to Investments otherwise expressly permitted by this Section, Investments by the Company or any of its Subsidiaries in an aggregate amount (valued at cost) (for all Investments by the Company and all Subsidiaries pursuant to this clause (q)) not to exceed the greater of (x) $150,000,000 and (y) 3.5% of Consolidated Total Assets as of the last day of the fiscal quarter immediately preceding the date of Investment for which financial statements are available; and

(r) TAOC may consummate the Hart County Facility IDB Transaction.

Any Investment that when made complies with the requirements of the definition of the term “Cash Equivalents” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements.

7.9 [Reserved].

7.10 Transactions with Affiliates. Enter into or suffer to exist any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any non-consolidated Affiliate unless such transaction is upon fair and reasonable terms no less favorable to the Company or such Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not a non-consolidated Affiliate.

7.11 Sales and Leasebacks. Enter into or suffer to exist any arrangement with any Person providing for the leasing by the Company or any Subsidiary of real or personal property that has been or is to be sold or transferred in a related transaction by the Company or such Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Company or such Subsidiary except for such transactions entered into after the date hereof as long as (i) the aggregate fair market value of the property sold in connection therewith does not exceed $200,000,000, the consideration for each such sale shall be cash, and such transactions are consummated on an arm’s length basis and the Net Cash Proceeds thereof are applied to prepay the Term Loans to the extent required by Section 2.13(b) or (ii) the transaction involves a lease with a term of one year or less following the related sale (collectively, the “Permitted Sale/Leasebacks”) (the Company agreeing that all Permitted Sale/Leasebacks shall be Asset Sales and the Lenders

hereby authorizing the Administrative Agent to release any Lien on or security interests in any such property created by the Loan Documents upon consummation of such Permitted Sale/Leasebacks). Notwithstanding anything to the contrary contained herein, any Permitted Sale/Leasebacks shall be deemed to be expressly permitted pursuant to each other provision of this Section 7 (other than Sections 7.1 and 7.10) that would otherwise be construed to prohibit or restrict such Permitted Sale/Leasebacks. In the event that the Company or a Subsidiary enters into an operating lease in connection with a Permitted Sale/Leaseback, then the Company shall deliver to the Administrative Agent promptly following the time it or a Subsidiary enters into such lease, a schedule setting forth the principal and interest (or equivalent) components of payments to be made under such lease as reasonably determined by the Company.

7.12 Changes in Fiscal Periods. Permit the fiscal year of the Company to end on a day other than December 31 or change the Company’s method of determining fiscal quarters.

7.13 Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any of its Subsidiaries (other than Foreign Subsidiaries) to create, incur, assume or suffer to exist any Lien upon any of its property (other than Company Stock) or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing secured Indebtedness permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets securing such Indebtedness) or Permitted Receivables Financings (in which case, any prohibition or limitation shall only be effective against the assets included in such Permitted Receivables Financing), (c) customary non-assignment provisions of any contract, (d) customary restrictions on the creation of Liens on any property or assets arising under a security agreement governing a Lien permitted under this Agreement and (e) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale is permitted hereunder.

7.14 Lines of Business. Enter into any business, either directly or through any Subsidiary, except for those businesses in which the Company and its Subsidiaries are engaged on the date of this Agreement or that are reasonably related thereto.

7.15 Optional Payments and Modifications of Unsecured Notes. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Unsecured Notes, or (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Unsecured Notes or any Unsecured Note Agreement (other than any such amendment, modification, waiver or other change that (i) (A) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (B) does not involve the payment of a consent fee or (ii) is not adverse to the Lenders). Notwithstanding the foregoing, as long as no Default has occurred and is continuing, the Company may purchase and cancel or redeem its Unsecured Notes (i) with the Net Cash Proceeds of Permitted Refinancing Indebtedness or with the Net Cash Proceeds of shares of common stock of the Company, in each case issued within 180 days prior to such purchase and cancellation or redemption, (ii) with the Net Cash Proceeds of the

Incremental Facilities or Indebtedness incurred under Section 7.2(n), (iii) with the proceeds of the Revolving Loans, (iv) with the cash generated by the operations of the Company and its Subsidiaries (and the Company shall concurrently with any purchase of Unsecured Notes under this clause (iv) deliver a certificate to the Administrative Agent setting forth a calculation of such cash generated by operations), (v) in an amount equal to the Net Cash Proceeds of Qualified Capital Stock issued by the Company after the Closing Date and (vi) in exchange for Permitted Refinancing Indebtedness or in exchange for shares of common stock of the Company, provided that the aggregate principal amount of Unsecured Notes purchased and cancelled or redeemed pursuant to clauses (iii), (iv) and (v) is capped as follows based on the pro forma Consolidated Leverage Ratio after giving effect to such purchase, cancellation or redemption (it being understood and agreed that any fee, premium or expense paid or payable in connection with such purchase, cancellation or redemption shall not be subject to or included within the calculation of such cap):

PF Consolidated Leverage Ratio	Aggregate Maximum Amount
> 3.25x	$20 million
> 3.0x	$100 million
> 2.5x	$225 million
<2.5x	No Cap

7.16 Use of Proceeds. Request any Loan or Letter of Credit, and no Borrower nor any Subsidiary shall use, and shall use commercially reasonable efforts to procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan or Letter of Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of directly or, to any Borrower’s knowledge, indirectly funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

7.17 Special Purpose Finance Subsidiaries. Permit any Special Purpose Finance Subsidiary to engage in any business or activity other than (i) maintaining its corporate existence, (ii) the incurrence of Indebtedness the proceeds of which will be placed in escrow pending the use of such proceeds to effect transactions that, at the time such proceeds are released from escrow, are permitted hereunder, and (iii) activities incidental, ancillary or reasonably related to the businesses or activities described in clauses (i) and (ii) of this Section 7.17.

SECTION 8. EVENTS OF DEFAULT

If any of the following events shall occur and be continuing:

(a) any Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or any Borrower shall fail to pay any interest on any Loan or Reimbursement Obligation, or any other amount payable hereunder or under any other Loan Document, within five days after any such interest or other amount becomes due in accordance with the terms hereof; or

(b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other written statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made; or

(c) any Loan Party shall default in the observance or performance of any agreement contained in clause (i) or (ii) of Section 6.4(a) (with respect to any Borrower only), Section 6.7(a) or Section 7 of this Agreement or Sections 5.5 and 5.7(b) of the Guarantee and Collateral Agreement; or

(d) any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days after notice to the Company from the Administrative Agent or the Required Lenders; or

(e) the Company or any of its Subsidiaries shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding the Loans and Reimbursement Obligations) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, in each case the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the aggregate outstanding principal amount of which exceeds in the aggregate $75,000,000 for the Company and its Subsidiaries; or

(f) (i) the Company or any of its Subsidiaries (except for Immaterial Subsidiaries) shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Company or any of its Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Company or any of its Subsidiaries (except for Immaterial Subsidiaries) any case, proceeding or

other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Company or any of its Subsidiaries (except for Immaterial Subsidiaries) any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Company or any of its Subsidiaries (except for Immaterial Subsidiaries) shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Company or any of its Subsidiaries (except for Immaterial Subsidiaries) shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(g) (i) any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency” or “failure to meet the minimum funding standards” (each as defined in Section 412 of the Code or 302 of ERISA), whether or not waived, shall exist with respect to any Single Employer Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of the Company or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee would reasonably be expected to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the Company or any Commonly Controlled Entity shall, or would reasonably be expected to, incur any liability in connection with a withdrawal from, or the Insolvency of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; or

(h) one or more judgments or decrees shall be entered against the Company or any of its Subsidiaries involving in the aggregate for the Company and its Subsidiaries a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $75,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or

(i) any of the Security Documents shall cease, for any reason, to be in full force and effect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby if the aggregate value of the affected Collateral is more than $10,000,000, except to the extent that such cessation results from the failure of the Administrative Agent to maintain possession of certificates representing securities pledged or to file continuation statements under the Uniform Commercial Code of any applicable jurisdiction; or

(j) the guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any reason, to be in full force and effect or any Loan Party shall so assert; or

(k) (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), shall become, or obtain rights (whether by means or warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 25% of the outstanding common stock of the Company; or (ii) the board of directors of the Company shall cease to consist of a majority of Continuing Directors; or (iii) a Specified Change of Control shall occur;

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to any Borrower, automatically the Revolving Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrowers declare the Revolving Commitments to be terminated forthwith, whereupon the Revolving Commitments thereof shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrowers, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, each applicable Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of each such Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrowers hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the applicable Borrower(s) (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by each Borrower.

SECTION 9. THE AGENTS

9.1 Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan

Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.

(b) Each Lender hereby relieves the Administrative Agent, in such capacity, for the purposes described in paragraph (a) above (for the avoidance of doubt, including, but not limited to, the creation and release of any Collateral and the entering into and termination of any Security Document), from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law, in each case to the extent legally possible to such Lender. The Administrative Agent is authorized to delegate its powers of attorney (including the exemption from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law, in each case to the extent legally possible to such Lender). A Lender which is barred from granting such exemption shall notify the Administrative Agent accordingly.

9.2 Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in-fact selected by it with reasonable care.

9.3 Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

9.4 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

9.5 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default hereunder unless the Administrative Agent has received notice from a Lender or a Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests of the Lenders.

9.6 Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any Agent hereinafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its extensions of credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except

for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

9.7 Indemnification. The Lenders agree to severally indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.

9.8 Agent in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though such Agent was not an Agent. With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.

9.9 Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 20 days’ notice to the Lenders and the Borrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to any Borrower shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent

by the date that is 20 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

9.10 Documentation Agents and Syndication Agents. Neither the Documentation Agents nor the Syndication Agents shall have any duties, liabilities or responsibilities hereunder in their capacities as such. Without limiting the foregoing, none of the Documentation Agents nor the Syndication Agents shall have or be deemed to have a fiduciary relationship with any Lender.

SECTION 10. MISCELLANEOUS

10.1 Amendments and Waivers. (a) Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and each Loan Party that is a party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party that is a party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall (i) forgive the principal amount or extend the final scheduled date of maturity of any Loan or extend any L/C Participant’s interest in any Issuing Lender’s obligations and rights under any Letter of Credit beyond the Revolving Termination Date, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification in the financial definitions in this Agreement shall not constitute a reduction in the rate of interest or commitment fee for purposes of this clause (i)) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Revolving Commitment with respect to any Lender, in each case without the consent of each Lender directly affected thereby; (ii) reduce any percentage specified in the definition of Required Lenders, or change any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any term thereof, release all or substantially all of the Collateral or release all or substantially all of the Guarantors from their obligations under the Guarantee and Collateral Agreement, in each case without the consent of all Lenders; (iii) amend or modify any provision of Section 6.5 of the Guarantee and Collateral Agreement without the consent of each Lender directly and adversely affected thereby; (iv) amend, modify or waive any provision of Section 2.19 in a manner that would alter the pro rata sharing of payments or Section 10.7(a) without the consent of each Lender directly and adversely affected thereby, or amend,

modify or waive any other provision of Section 2.19 without the consent of the Majority Facility Lenders in respect of each Facility adversely affected thereby; (v) reduce the amount of Net Cash Proceeds required to be applied to prepay Loans under this Agreement without the consent of the Majority Facility Lenders under each Facility adversely affected thereby; (vi) reduce the percentage specified in the definition of Majority Facility Lenders with respect to any Facility without the consent of all Lenders under such Facility; (vii) amend, modify or waive any provision of Section 9 without the consent of the Administrative Agent; (viii) amend, modify or waive any provision of Section 2.8 or 2.9 without the consent of each Swingline Lender; (ix) amend, modify or waive any provision of Section 3 without the consent of each Issuing Lender; (x) add any currencies as Foreign Currencies under this Agreement in which a Lender is required to make Loans, in each case without the written consent of each Lender directly affected thereby; (xi) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement and the other Loan Documents without the consent of each Lender directly affected thereby; or (xii) eliminate or reduce any voting rights under this Section 10.1 without the consent of each Lender directly affected thereby (it being agreed that, with the consent of the Required Lenders, additional extensions of credit and tranches and increases in the amount of the Facilities may be added to this Agreement and may share in any payments, prepayments, Collateral and voting rights on a pro rata basis and corresponding amendments to the Loan Documents may be made; provided that the consent of the Required Lenders shall not be required in connection with any Incremental Facility). Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default, or impair any right consequent thereon. Any Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement and the other Loan Documents shall be restricted as set forth in Section 2.28(d).

(b) Notwithstanding anything to the contrary in this Agreement,

(i) if the Borrowers elect to extend the Revolving Termination Date, they may do so by providing written notice to the Administrative Agent; provided that

(A) no Revolving Lender shall be obligated to consent to such extension;

(B) such extension shall be effective with respect to a Revolving Lender only if consented to by such Revolving Lender; and

(C) no such extension shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments,

and, in connection therewith, this Agreement and the other Loan Documents may be amended from time to time with the consent of only the Majority Facility Lenders in

respect of the Revolving Facility, the Issuing Lenders, the Administrative Agent and the Borrowers to the extent necessary to implement the provisions of this clause (i) (including to reflect the extension of the Revolving Termination Date); and

(ii) this Agreement may be amended with the written consent of only the Administrative Agent, the Borrowers and the Lenders providing the relevant Replacement Term Loans (as defined below) to the extent necessary to permit the refinancing replacement or modification of all outstanding Tranche A Term Loans (a “Refinanced Facility”) with a replacement term loan tranche (including a synthetic term loan tranche) (“Replacement Term Loans”), provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Facility, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Facility, and (c) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Facility at the time of such refinancing; and

(iii) this Agreement and the other Loan Documents may be amended with the written consent of only the Administrative Agent and the Borrowers to the extent necessary in order to (A) evidence and implement the Incremental Facilities pursuant to Section 2.27 or (B) evidence and implement the designation or removal of Subsidiary Borrowers pursuant to Section 2.29.

(c) The Company shall be permitted to replace any Lender that has not consented to any amendment, modification, supplement or waiver of or to the Loan Documents requested by the Company (a “Requested Amendment”) which requires the consent of each Lender or each Lender affected thereby, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) the Requested Amendment has been consented to by the Required Lenders, (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) each applicable Borrower shall be liable to such replaced Lender under Section 2.22 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that each applicable Borrower shall be obligated to pay the registration and processing fee referred to therein, except to the extent the replacement financial institution is already a Lender) or pursuant to other procedures agreed upon by the Company and the Administrative Agent including deemed assignments upon payment to the replaced Lender of amounts required to be paid to it pursuant to this paragraph (c), (vii) the replacement Lender shall consent to the Requested Amendment, (viii) until such time as such replacement shall be consummated, each applicable Borrower shall pay all additional amounts (if any) required pursuant to Section 2.20 or 2.21(a), as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that any Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, including pro rata payment and sharing provisions (but subject to clause (i) of the

proviso clause in paragraph (a) of this Section 10.1), this Agreement may be amended with the consent of the Borrowers, the Administrative Agent and the Lenders consenting to any Extended Loans (as defined below) to extend the maturity of all or a portion of a particular Facility and in connection therewith make amendments to allow separate treatment thereunder with respect to Extended Loans and Loans and Commitments under such Facility that are not converted to Extended Loans; provided that such amendment is made in connection with the creation of a separate class of loans or commitments under such Facility through the conversion of certain existing Loans and Commitments of consenting Lenders under such Facility (any such Loans and Commitments that are so converted, “Extended Loans”) and to make any necessary amendments to implement the foregoing, including to extend the scheduled maturity date(s) of any payment or payments of principal (including at final maturity) and commitments with respect to such Extended Loans; provided, further that (A) each applicable Borrower offers such conversion to all Lenders holding Loans and Commitments under the applicable Facility on a pro rata basis based on the aggregate principal amount of Loans or Commitments in such Facility then outstanding, and (B) unless otherwise agreed by each applicable Borrower, the Administrative Agent and the Lenders holding Extended Loans, the Extended Loans shall be identical in all material respects to the existing Loans and Commitments under such Facility from which such Extended Loans are to be converted, except that (1) all or any of the scheduled amortization or mandatory payments of principal and payment at maturity of the Extended Loans may be delayed to later dates than the scheduled amortization or mandatory payments or principal and payment at maturity of the Loans under the Facility from which such Extended Loans are to be converted, (2) the Applicable Margins, letter of credit fees and commitment fees with respect to the Extended Loans may be different than the Applicable Margins, letter of credit fees and commitment fees for the Loans under the applicable Facility from which such Extended Loans are to be converted and may be increased and additional compensation, including, without limitation, upfront fees may be paid to Lenders converting their Loans and Commitments under such Facility into Extended Loans, (3) the available Interest Periods for the Extended Loans may be limited, (4) the Commitments and Loans of Lenders converting their Loans in such Facility into Extended Loans may be reduced or repaid, (5) usage of the Revolving Facility (or other revolving Facility) and participating interests in Letters of Credit and Swingline Loans may be allocated or reallocated between (or to either) Extended Loans and Loans and Commitments under the Revolving Facility (or other revolving Facility) that are not converted to Extended Loans, (6) the Commitments and Loans of Lenders that do not convert their Loans in such Facility into Extended Loans may be reduced or repaid prior to the reduction or repayment of the Extended Loans and (7) other covenants and terms may be added in respect of a Facility (x) that apply to any period after the latest final maturity of the Loans and Commitments under such Facility in effect immediately prior to the establishment of such Extended Loan or after approval thereof by the Required Lenders or (y) that are reasonably determined by each applicable Borrower and the Administrative Agent in order to facilitate transactions of the type contemplated by this paragraph (d).

(e) Notwithstanding the foregoing, the Administrative Agent, with the consent of the Borrowers, may amend, modify or supplement any Loan Document without the consent of any Lender or the Required Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Document and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof.

(f) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, this Agreement may be amended in order to create and implement a separate tranche of revolving commitments and revolving loans for borrowings in Chinese Renminbi (the “RMB Tranche”), on terms to be agreed among the Borrowers, the Administrative Agent and such Lenders (including any banks and other financial institutions or entities that may become parties to this Agreement in connection therewith, other than any Ineligible Institutions) providing the RMB Tranche (the “RMB Lenders”), with only the consent of the Borrowers, the Administrative Agent and such RMB Lenders. It is understood and agreed that (i) the RMB Tranche shall not cause the Total Revolving Commitments (as amended to include the RMB Tranche) to exceed the amount of the Total Revolving Commitments in effect immediately prior to the creation of the RMB Tranche, except pursuant to a transaction permitted pursuant to Section 2.27 at such time and (ii) no Lender will be required to participate in the RMB Tranche.

10.2 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed as follows in the case of the Company, the other Borrowers and the Administrative Agent, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto:

The Company or any other Borrower:	Tenneco Inc. 500 North Field Drive Lake Forest, IL 60045
	Attention: VP, Finance Telecopy: 847-482-5125 Telephone: 847-482-5000
with a copy to:	Tenneco Inc. 500 North Field Drive Lake Forest, IL 60045
	Attention: General Counsel
	Telecopy: 847-482-5940
	Telephone: 847-482-5000
The Administrative Agent:	383 Madison Avenue, 24th Floor New York, New York 10179 Attention: Gene R. Riego de Dios
	Telecopy: 212-270-5100 Telephone: 212-270-2348
	Or, in the case of U.K. Swingline Loans:
	J.P. Morgan Europe Limited, Floor 6, 25 Bank Street, Canary Wharf, London, E14 5JP
	Attention: Loan and Agency
	Email: loan_and_agency_london@jpmorgan.com
	Fax: +44 (0) 20 7777 2360

with a copy to:	Loan and Agency Services Group
	500 Stanton Christiana Road, NCC5, Floor 1
	Newark, DE, 19713-2107, United States
	Attention: Joe Aftanis
	Telecopy: 201-639-5215
	Telephone: 302-552-0847

provided that any notice, request or demand to or upon the Administrative Agent or the Lenders shall not be effective until received.

10.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.4 Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.

10.5 Payment of Expenses and Taxes. Each Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of outside counsel to the Administrative Agent and filing and recording fees and expenses, (b) to pay all reasonable out-of-pocket expenses incurred by each Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse each Lender, each Issuing Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, or Letters of Credit issued hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and each Issuing Lender and of counsel to the Administrative Agent, (d) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the

transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (e) to pay, indemnify, and hold each Lender, each Issuing Lender and the Administrative Agent and their respective affiliates and their respective officers, directors, trustees, employees, agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by any Borrower, its equity holders, affiliates or creditors or any other Person, including any of the foregoing relating to the use of proceeds of the Loans or Letters of Credit (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Company or any of its Subsidiaries or any of the Properties and (x) the reasonable fees and expenses of one firm of legal counsel for all Indemnitees, taken as a whole, (y) if reasonably necessary, a single local counsel for all Indemnitees, taken as a whole, in each relevant jurisdiction and (z) solely in the case of an actual or potential conflict of interest, one additional counsel in each jurisdiction for each group of similarly situated affected Indemnitees, taken as a whole, in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (e), collectively, the “Indemnified Liabilities”), provided, that no Borrower shall have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities (i) are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or such Indemnitee’s controlled Affiliates or any of its or their respective officers, directors, employees, agents or advisors (which, in the case of such agents or advisors are acting at the express direction of such Indemnitee), (ii) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (iii) relate to any proceeding that does not involve an act or omission of any Borrower or any of their Affiliates and that is brought by an Indemnitee against any other Indemnitee, other than claims against an Indemnitee in its capacity, or in fulfilling its role, as an agent or arranger or any other similar role under the Facilities. Without limiting the foregoing, and to the extent permitted by applicable law, each Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to so waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. To the fullest extent permitted by applicable

law, each party hereto agrees that it shall not assert, and hereby waives, any claim against any other party hereto and any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof; provided that the foregoing shall not limit the obligations of the Borrowers under this Section 10.5 in respect of any such damages claimed against the Indemnitees by Persons other than Indemnitees. All amounts due under this Section 10.5 shall be payable promptly after written demand therefor. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

10.6 Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Lenders, the Administrative Agent, all future holders of the Loans and their respective successors and assigns, except that no Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender (except in a transaction permitted by Section 7.4).

(b) Any Lender may, without the consent of any Borrower or the Administrative Agent, in accordance with applicable law, at any time sell to one or more banks, financial institutions or other entities other than an Ineligible Institution (each, a “Participant”) participating interests in any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers, the Issuing Lenders, the other Lenders and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. In no event shall any Participant under any such participation have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of or interest on, the Loans or any fees payable hereunder, postpone the date of any scheduled amortization payment or the final maturity of the Loans, in each case to the extent subject to such participation. Each Borrower agrees that if amounts outstanding under this Agreement and the Loans are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 10.7(a) as fully as if it were a Lender hereunder. Each Borrower also agrees that each Participant shall be entitled to the benefits of Sections 2.20, 2.21 and 2.22 (subject to the requirements and limitations in Section 2.21) with respect to its participation in the Commitments and the Loans outstanding from time to time as if it was a Lender; provided that such Participant (i) agrees to be subject to the provisions of Sections 2.23 and 2.24 as if it were an assignee under

paragraph (c) of this Section and (ii) shall not be entitled to receive any greater amount pursuant to Section 2.20 or 2.21 than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred except to the extent such entitlement to receive a greater payment results from an adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Closing Date that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender, each Loan Party and the Administrative Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary.

As used herein, “Ineligible Institution” means (a) a natural person, (b) a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof or (c) any of the Company and its Subsidiaries and Affiliates.

(c) Any Lender (an “Assignor”) may, in accordance with applicable law, at any time and from time to time assign to any Lender, any affiliate of any Lender or any Lender Affiliate or, with the consent of the Borrowers and the Administrative Agent (which, in each case, shall not be unreasonably withheld or delayed), to an additional bank, financial institution or other entity other than an Ineligible Institution (an “Assignee”) all or any part of its rights and obligations under this Agreement pursuant to an Assignment and Assumption, executed by such Assignee, such Assignor and any other Person whose consent is required pursuant to this paragraph, and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that (i) no such assignment to an Assignee (other than any Lender, any affiliate of any Lender or any Lender Affiliate) shall be in an aggregate principal amount of less than $5,000,000 in the case of Revolving Commitments or $1,000,000 in the case of Tranche A Term Loans (provided that assignments made by any Lender on the same day to an Assignee and its affiliates (including any Lender Affiliates) and contemporaneous assignments by Lender Affiliates to a single Assignee may be treated as a single assignment for purposes of satisfying any such minimum assignment amount requirement (other than in the case of an assignment of all of a Lender’s interests under the applicable Facility)), (ii) after giving effect to any such assignment, such Lender and its affiliates (including any Lender Affiliates) shall retain Commitments and Term Loans in an aggregate principal amount of at least $5,000,000 in the case of Revolving Commitments and $1,000,000 in the case of Tranche A Term Loans (other than in the case of an assignment of all of a Lender’s interests under the applicable Facility), in each case unless otherwise agreed by the applicable Borrower(s) and the Administrative Agent, (iii) no Lender may

assign any interest in the Revolving Facility (other than, with the consent of the Administrative Agent, not to be unreasonably withheld or delayed, to an affiliate of such Lender or, to another Lender then holding Revolving Commitments) without the consent of the Administrative Agent, the Borrowers, each Issuing Lender and each Swingline Lender (not to be unreasonably withheld or delayed) and (iv) each Borrower shall be deemed to have consented to an assignment if it has not objected thereto by written notice to the Administrative Agent within five Business Days of its receipt of notice thereof. For purposes of the proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its related Lender Affiliates, if any (other than in the case of an assignment of all of a Lender’s interests under this Agreement). Any such assignment need not be ratable as among the Facilities. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Assumption, (x) the Assignee thereunder shall be deemed a party hereto and, to the extent provided in such Assignment and Assumption, have the rights and obligations of a Lender hereunder with a Commitment and/or Loans as set forth therein, and (y) the Assignor thereunder shall, to the extent provided in such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of an Assignor’s rights and obligations under this Agreement, such Assignor shall cease to be a party hereto). Notwithstanding any provision of this Section 10.6, the consent of the Borrowers shall not be required for any assignment that occurs when an Event of Default pursuant to Sections 8(a) or 8(f) shall have occurred and be continuing with respect to any Borrower.

(d) Notwithstanding anything to the contrary contained herein, any Lender which is a bank (a “Granting Bank”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Bank to the Administrative Agent and the Borrowers, the option to provide to the applicable Borrower(s) all or any part of any Loan which such Granting Bank would otherwise be obligated to make to such Borrower(s) pursuant to this Agreement; provided, that (i) nothing herein shall constitute a commitment by any SPC to make any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Bank shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank to the same extent, and as if, such Loan were made by such Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation hereunder (all liability for which shall remain with the Granting Bank). In furtherance of the foregoing, each party hereto agrees (which agreement shall survive termination of this Agreement) that in the event of any such grant by a Granting Bank to an SPC of the option to provide to the applicable Borrower(s) all or any part of its Loan, (i) such Granting Bank’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged and such Granting Bank shall remain solely responsible for the performance of such obligations under this Agreement and the other Loan Documents, (ii) such Granting Bank shall remain the holder of such Loan for all purposes under this Agreement and the other Loan Documents and nothing contained in this Section 10.6(d) is intended to excuse the Granting Bank from the full performance of its obligations hereunder and thereunder or otherwise diminish the duties and liabilities of the Granting Bank under this Agreement or the other Loan Documents (other than it being understood that any payment obligation on the part of such Granting Bank to make a Loan hereunder shall, if such Loan is made by any SPC, be deemed to have been satisfied upon the making of such Loan by such SPC), (iii) the Borrowers and the Administrative Agent shall

continue to deal solely and directly with such Granting Bank in connection with such Granting Bank’s rights and obligations under this Agreement and the other Loan Documents, (iv) in no event shall any SPC have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, or be included in any determination of the Required Lenders or the Majority Facility Lenders hereunder for any purpose, (v) prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior Indebtedness of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 10.6(d), any SPC may (X) with notice to, but without prior written consent of, the Borrowers and the Administrative Agent (subject, however, to the approval of the financial institution as set forth below), assign all or a portion of its interests in any Loan to the Granting Bank or to a financial institution (previously approved in writing by the Borrowers and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of the Loans and (Y) subject to Section 10.15 hereof, disclose on a confidential basis any non-public information relating to its Loans to any rating agency as specifically provided for in Section 10.15 hereof. This Section 10.6 may not be amended without the prior written consent of the SPC, the Borrowers and the Administrative Agent.

(e) The Administrative Agent shall, on behalf of the Borrowers, maintain at its address referred to in Section 10.2 a copy of each Assignment and Assumption delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and the principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, each other Loan Party, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Loans and any Notes evidencing the Loans recorded therein for all purposes of this Agreement. Any assignment of any Loan, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of a Loan evidenced by a Note shall be registered on the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Loan, accompanied by a duly executed Assignment and Assumption, and thereupon one or more new Notes shall be issued to the designated Assignee. The Register shall be available for inspection by any Lender at any reasonable time and from time to time upon reasonable prior notice.

(f) Upon its receipt of an Assignment and Assumption executed by an Assignor, an Assignee and any other Person whose consent is required by Section 10.6(c), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (which shall not be an obligation of the Borrowers and which shall be paid once in connection with simultaneous assignments for a Lender and its affiliates (including any Lender Affiliates) if any), the Administrative Agent shall (i) promptly accept such Assignment and Assumption and (ii) record the information contained therein in the Register on the effective date determined pursuant thereto.

(g) The Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in which the Assignee designates one or more credit

contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

(h) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section 10.6 concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank or other central banking authority having jurisdiction over such Lender in accordance with applicable law.

(i) Each applicable Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (h) above.

10.7 Adjustments; Set-off. (a) Except to the extent that (i) this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility or (ii) a payment is made in respect of Cash Management Obligations, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further, that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

(b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to any Borrower, any such notice being expressly waived by each Borrower to the extent permitted by applicable law, upon any amount owing by a Borrower hereunder becoming due and payable (whether at the stated maturity, by acceleration or otherwise) and remaining unpaid past any applicable grace period, to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any Affiliate, branch or agency thereof to or for the credit or the account of such Borrower, as the case may be. Each Lender agrees promptly to notify each applicable Borrower and the Administrative Agent after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.8 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Company and the Administrative Agent.

10.9 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.10 Integration. This Agreement and the other Loan Documents represent the agreement of the Borrowers, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

10.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

10.12 Submission To Jurisdiction; Waivers.

(a) Each Borrower hereby irrevocably and unconditionally:

(i) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York in New York County, the courts of the United States for the Southern District of New York in New York County, and appellate courts from any thereof; provided, that nothing contained herein or in any other Loan Document will prevent any Lender or the Administrative Agent from bringing any action to enforce any award or judgment or exercise any right under the Security Documents or against any Collateral or any other property of any Loan Party in any other forum in which jurisdiction can be established;

(ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Borrower, as the case may be at its address set forth in Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(v) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

(b) Upon any Subsidiary becoming a Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower hereby agrees to irrevocably and unconditionally appoint the Company or an agent for service of process located in the City of New York (the “New York Process Agent”), reasonably satisfactory to the Administrative Agent, as its agent to receive on behalf of such Foreign Subsidiary Borrower and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding in any such New York State or Federal court described in paragraph (a) of this Section and agrees promptly to appoint a successor New York Process Agent in the City of New York (which successor New York Process Agent shall accept such appointment in a writing reasonably satisfactory to the Administrative Agent) prior to the termination for any reason of the appointment of the initial New York Process Agent. In any such action or proceeding in such New York State or Federal court, such service may be made on such Foreign Subsidiary Borrower by delivering a copy of such process to such Foreign Subsidiary Borrower in care of the New York Process Agent at the New York Process Agent’s address and by depositing a copy of such process in the mails by certified or registered air mail, addressed to such Foreign Subsidiary Borrower at its address specified in the Joinder Agreement (such service to be effective upon such receipt by the New York Process Agent and the depositing of such process in the mails as aforesaid). Each Foreign Subsidiary Borrower hereby irrevocably and unconditionally authorizes and directs the New York Process Agent to accept such service on its behalf. As an alternate method of service, each Foreign Subsidiary Borrower irrevocably and unconditionally consents to the service of any and all process in any such action or proceeding in such New York State or Federal court by mailing of copies of such process to such Foreign Subsidiary Borrower by certified or registered air mail at its address specified in the Joinder Agreement. Each Foreign Subsidiary Borrower agrees that, to the fullest extent permitted by applicable law, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

To the extent that any Foreign Subsidiary Borrower has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such Foreign Subsidiary Borrower hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement or any other Loan Document.

10.13 Acknowledgments. Each Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and each Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among any Borrower and the Lenders.

10.14 Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Company having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below.

(b) At such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents (other than obligations under or in respect of Hedge Agreements and contingent indemnity obligations not due and payable) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

(c) The Administrative Agent and the Lenders agree that Liens on assets of the Loan Parties created by the Loan Documents will be terminated and released upon the transfer of such assets to a Foreign Subsidiary (other than a Foreign Subsidiary Borrower or Foreign Guarantor) pursuant to Section 7.5(r). The Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Company to effect any termination or release described in this paragraph (c).

(d) The Lenders authorize the Administrative Agent to take action reasonably requested by the Borrower in order to release and terminate the Mortgages with respect to the Excluded Real Properties.

10.15 Confidentiality. Each of the Administrative Agent and each Lender agrees to keep confidential all Information (as defined below); provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such Information (a) to the Administrative Agent, any other Lender, any affiliate of any Lender or any Lender Affiliate, (b) to any pledgee referred to in Section 10.6(h) or any Transferee or prospective Transferee that agrees

to comply with the provisions of this Section or the provisions of another agreement having comparable confidentiality provisions, (c) to its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its affiliates, (d) upon the request or demand of any Governmental Authority, including audits and examinations conducted by bank accountants, any governmental bank regulatory authority exercising examination or regulatory authority or self-regulatory authorities, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (i) in connection with the exercise of any remedy hereunder or under any other Loan Document, (j) to any direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 10.15), (k) to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans, (l) to a credit insurer or (m) if agreed by the Company in its sole discretion, to any other Person. For the purposes of this Section, “Information” means all information received from the Company relating to the Company or its business, other than any such information that is available to the Administrative Agent, any Issuing Lender or any Lender on a non-confidential basis prior to disclosure by the Company; provided that, in the case of information received from the Company after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. The Administrative Agent, Arrangers and the Lenders may disclose the existence of this Agreement and information about this Agreement that is routinely provided by arrangers to such service providers to market data service providers (including league table providers) that serve the lending industry.

Each Lender acknowledges that information furnished to it pursuant to this Agreement or the other Loan Documents may include material non-public information concerning the Company and its Affiliates and their related parties or their respective securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including Federal and state securities laws.

All information, including requests for waivers and amendments, furnished by the Company or the Administrative Agent pursuant to, or in the course of administering, this Agreement or the other Loan Documents will be syndicate-level information, which may contain material non-public information about the Company and its Affiliates and their related parties or their respective securities. Accordingly, each Lender represents to the Company and the Administrative Agent that it has identified in its administrative questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws.

10.16 WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

10.17 Effect of Amendment and Restatement of the Existing Credit Agreement.

(a) This Agreement shall be deemed to be an amendment to and restatement of the Existing Credit Agreement and the Existing Credit Agreement as amended and restated hereby shall remain in full force and effect and is hereby ratified and confirmed in all respects. All extensions of credit under the Existing Credit Agreement on the Closing Date shall remain outstanding following the Closing Date as specified in Sections 2.26 and 3.1(c) and shall be continued under this Agreement, as amended in the manner set forth herein. All references to the Existing Credit Agreement in any other agreement or document shall, on and after the Closing Date, be deemed to refer to the Existing Credit Agreement as amended and restated hereby. Each Borrower agrees, acknowledges and affirms that (i) each of the Security Documents to which it is a party shall remain in full force and effect and shall constitute security for all extensions of credit pursuant to the Existing Credit Agreement as amended and restated hereby and (ii) any reference to the Existing Credit Agreement appearing in any such Security Document shall on and after the Closing Date be deemed to refer to the Existing Credit Agreement as amended and restated hereby.

(b) On the Closing Date, each of the lenders party to the Existing Credit Agreement and not continuing as a Lender hereunder hereby agrees that, upon its acceptance of the outstanding amounts owed to it under the Existing Credit Agreement on the Closing Date, such lender shall have consented to the amendment and restatement of the Existing Credit Agreement as provided herein, the redesignation of certain Loans and Commitments (each as defined in the Existing Credit Agreement) set forth in Sections 2.26 and 3.1(c) hereof and the assignment of the Loans and all other rights under the Existing Credit Agreement to the extent necessary to give effect to such redesignation set forth in Sections 2.26 and 3.1(c). For the avoidance of doubt, each of the lenders party to the Existing Credit Agreement and not continuing as a Lender hereunder shall be replaced in accordance with Section 10.1(c) pursuant to such procedures agreed upon by the Company and the Administrative Agent including deemed assignments upon payment to such replaced Lender of the amounts required to be paid to it pursuant to Section 10.1(c).

10.18 USA Patriot Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies each Borrower and each Guarantor that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower and each Guarantor and other information that will allow such Lender to identify each Borrower and each Guarantor in accordance with the Patriot Act.

10.19 No Fiduciary Duty. Each Borrower hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Loan Parties and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Loan Parties on other matters, (b) the Credit Parties, on the one hand, and the

Loan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do any of the Loan Parties rely on, any fiduciary duty to any of the Loan Parties or their affiliates on the part of the Credit Parties, (c) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties’ interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties, any of their affiliates or any other Person and (g) none of the Credit Parties has any obligation to the Loan Parties or their affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Loan Parties or any such affiliate.

10.20 Usury. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excessive interest shall be applied to the principal of the Obligations or, if it exceeds the unpaid principal, refunded to the applicable Borrower. In determining whether the interest contracted for, charged or received by Administrative Agent or any Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate and spread, in equal or unequal parts, the total amount of interest throughout the contemplated term of this Agreement.

10.21 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

10.22 Conversion of Currencies.

(a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto (including, upon any Subsidiary becoming a Subsidiary Borrower, such Subsidiary Borrower) agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures in the relevant jurisdiction, the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

(b) The obligations of the Company and the Subsidiary Borrowers in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, the Company and the Subsidiary Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss. The obligations of the Company and the Subsidiary Borrowers contained in this Section 10.22 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

10.23 Separate Obligations. For the avoidance of doubt, the Administrative Agent, each Issuing Lender, each Lender and each Loan Party acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement or any of the other Loan Documents, the Obligations of the Foreign Loan Parties under this Agreement or any of the other Loan Documents shall be separate and distinct from the Obligations of the Domestic Loan Parties, and the Obligations of the Foreign Loan Parties shall be expressly limited to the Obligations of the Foreign Subsidiary Borrowers and Foreign Guarantors (the “Foreign Obligations”). In furtherance of the foregoing, each of the parties acknowledges and agrees that the liability of any Foreign Loan Party for the payment and performance of its covenants, representations and warranties set forth in this Agreement and the other Loan Documents shall be several from and not joint with the Obligations of the Domestic Loan Parties (the “Domestic Obligations”); the Foreign Loan Parties shall not guarantee the Domestic Obligations (including, for the avoidance of doubt, any guarantees by the Domestic Loan Parties of the Foreign Obligations); and the Collateral of the

Foreign Loan Parties shall not secure or be applied in satisfaction, by way of payment, prepayment, or otherwise, of all or any portion of the Domestic Obligations (including, for the avoidance of doubt, any guarantees by the Domestic Credit Parties of the Foreign Obligations). Notwithstanding the above, the Domestic Loan Parties shall guarantee the payment and performance of the Foreign Obligations, and the Collateral of the Domestic Loan Parties shall secure such guarantees, in each case as set forth in and in accordance with the applicable Security Documents.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

TENNECO INC.
By:	/s/ Paul D. Novas
	Name:	Paul D. Novas
	Title:	Vice President, Finance
TENNECO AUTOMOTIVE OPERATING COMPANY INC.
By:	/s/ Paul D. Novas
	Name:	Paul D. Novas
	Title:	Vice President, Finance

JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
By:	/s/ Gene Riego de Dios
Name: Gene Riego de Dios
Title: Executive Director

BANK OF AMERICA, N.A., as a Lender
By:	/s/ Brian Lukehart
Name: Brian Lukehart
Title: Director

Barclays Bank PLC, as a Lender
By:	/s/ Christopher Aitkin
Name: Christopher Aitkin
Title: Assistant Vice President

Wells Fargo Bank, N.A., as a Lender
By:	/s/ Charles W. Reed
Name: Charles W. Reed
Title: Managing Director

Citibank, N.A., as a Lender
By:	/s/ Andrew Padovano
Name: Andrew Padovano
Title: Managing Director

MORGAN STANLEY BANK, N.A., as a Lender
By:	/s/ Michael King
Name: Michael King
Title: Authorized Signatory

The Bank of Tokyo Mitsubishi UFJ, Ltd., as a Lender
By:	/s/ Thomas Danielson
Name: Thomas Danielson
Title: Authorized Signatory

THE BANK OF NOVA SCOTIA, as a Lender
By:	/s/ Kim Snyder
Name: Kim Snyder
Title: Director

BRANCH BANKING AND TRUST COMPANY, as a Lender
By:	/s/ Roger Eric Searls
Name: Roger Eric Searls
Title: Senior Vice President

PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Kristin Lenda
Name: Kristin Lenda
Title: Senior Vice President

U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Jeffrey S. Johnson
Name: Jeffrey S. Johnson
Title: Senior Vice President

SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By:	/s/ James D. Weinstein
Name: James D. Weinstein
Title: Managing Director

Canadian Imperial Bank of Commerce, New York Branch, as a Lender
By:	/s/ Robert Robin
Name: Robert Robin
Title: Authorized Signatory
By:	/s/ Zhen Ma
Name: Zhen Ma
Title: Authorized Signatory

Commerzbank AG, New York Branch, as a Lender
By:	/s/ Michael Ravelo
Name: Michael Ravelo
Title: Director
By:	/s/ Tak Cheng
Name: Tak Cheng
Title: Assistant Vice President

Mizuho Bank, Ltd., as a Lender
By:	/s/ Donna DeMagistris
Name: Donna DeMagistris
Title: Authorized Signatory

HSBC Bank USA, N.A., as a Lender
By:	/s/ Andrew H. Horn
Name: Andrew H. Horn
Title: Director

CAPITAL ONE, N.A., as a Lender
By:	/s/ Tim Miller
Name: Tim Miller
Title: Vice President

KBC Bank N.V., as a Lender
By:	/s/ Nicholas Fiore
Name: Nicholas Fiore
Title: Director
By:	/s/ Thomas R. Lalli
Name: Thomas R. Lalli
Title: Managing Director

Fifth Third Bank, as a Lender
By:	/s/ Kurt Marsan
Name: Kurt Marsan
Title: Vice President

Citizens Bank, N.A., as a Lender
By:	/s/ Stephen Keelty
Name: Stephen Keelty
Title: Senior Vice President

ROYAL BANK OF CANADA, as a Lender
By:	/s/ Matthias Wong
Name: Matthias Wong
Title: Director

TD Bank, N.A., as a Lender
By:	/s/ Mark Hogan
Name: Mark Hogan
Title: Senior Vice President

THE HUNTINGTON NATIONAL BANK, as a Lender
By:	/s/ Mark Zobel
Name: Mark Zobel
Title: Vice President

The Northern Trust Company, as a Lender
By:	/s/ Keith L. Burson
Name: Keith L. Burson
Title: Senior Vice President

Associated Bank, N.A., as a Lender
By:	/s/ Adam Lutostanski
Name: Adam Lutostanski
Title: Senior Vice President

Comerica Bank, as a Lender
By:	/s/ Eric Hendrickson
Name: Eric Hendrickson
Title: Relationship Manager

First Bank of Highland Park, as a Lender
By:	/s/ Sara DeKuiper
Name: Sara DeKuiper
Title: Senior Vice President

DZ Bank AG Deutsche Zentral-Genossenschaftsbank Frankfurt am Main New York Branch, as a Lender
By:	/s/ Paul Fitzpatrick
Name: Paul Fitzpatrick
Title: SVP
By:	/s/ Jasmin Lorenz
Name: Jasmin Lorenz
Title: AVP

ICICI Bank Limited New York Branch, as a Lender
By:	/s/ Jennifer Lotito
Name: Jennifer Lotito
Title: Chief Compliance Officer

Annex A

PRICING GRID FOR REVOLVING FACILITY (INCLUDING SWINGLINE LOANS) AND

TRANCHE A TERM FACILITY

Level	Consolidated Net Leverage Ratio	Applicable Margin for Eurodollar Loans or Overnight LIBOR Loans			Applicable Margin for ABR Loans			Commitment Fee Rate
I	Greater than or equal to 2.50 to 1.0		2.00	%		1.00	%		0.30	%
II	Less than 2.50 to 1.0 and greater than or equal to 1.50 to 1.0		1.75	%		0.75	%		0.25	%
III	Less than 1.50 to 1.0		1.50	%		0.50	%		0.20	%

Changes in the Applicable Margin with respect to Revolving Loans, Swingline Loans, Tranche A Term Loans or the Commitment Fee Rate resulting from changes in the Consolidated Net Leverage Ratio shall become effective on the date (the “Adjustment Date”) on which financial statements are delivered to the Lenders pursuant to Section 6.1(a) or (b) (but in any event not later than the 45th day after the end of each of the first three quarterly periods of each fiscal year or the 90th day after the end of each fiscal year, as the case may be) and shall remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified above, then, until such financial statements are delivered, the Consolidated Net Leverage Ratio as at the end of the fiscal period that would have been covered thereby shall for the purposes of this definition be deemed to be greater than 2.50 to 1.0. In addition, at all times while an Event of Default shall have occurred and be continuing, the Consolidated Net Leverage Ratio shall for the purposes of this definition be deemed to be greater than 2.50 to 1.0. Each determination of the Consolidated Net Leverage Ratio pursuant to this pricing grid shall be made with respect to (or, in the case of clause (a) of the definition thereof, as at the end of) the period of four consecutive fiscal quarters of the Company ending at the end of the period covered by the relevant financial statements.

SCHEDULE 1.1A

COMMITMENTS

Name of Lender	Revolving Commitment		Tranche A Term Loan Commitment		Total
JPMorgan Chase Bank, N.A.	$	96,000,000.00	$	24,833,333.33	$	120,833,333.33
Bank of America, N.A.	$	96,000,000.00	$	24,833,333.33	$	120,833,333.33
Barclays Bank PLC	$	96,000,000.00	$	24,833,333.33	$	120,833,333.33
Wells Fargo Bank, N.A.	$	96,000,000.00	$	24,833,333.33	$	120,833,333.33
Citibank, N.A.	$	96,000,000.00	$	24,833,333.33	$	120,833,333.33
Morgan Stanley MUFG Loan Partners, LLC	$	96,000,000.00	$	24,833,333.33	$	120,833,333.33
The Bank of Nova Scotia	$	60,000,000.00	$	15,000,000.00	$	75,000,000.00
Branch Banking & Trust Company	$	60,000,000.00	$	15,000,000.00	$	75,000,000.00
PNC Bank, National Association	$	60,000,000.00	$	15,000,000.00	$	75,000,000.00
U.S. Bank National Association	$	60,000,000.00	$	15,000,000.00	$	75,000,000.00
Sumitomo Mitsui Banking Corporation	$	60,000,000.00	$	15,000,000.00	$	75,000,000.00
Canadian Imperial Bank of Commerce, New York Branch	$	60,000,000.00	$	15,000,000.00	$	75,000,000.00
Commerzbank AG, New York and Grand Cayman Branches	$	60,000,000.00	$	15,000,000.00	$	75,000,000.00
Mizuho Bank, Ltd.	$	60,000,000.00	$	15,000,000.00	$	75,000,000.00
HSBC Bank USA, N.A.	$	60,000,000.00	$	15,000,000.00	$	75,000,000.00
Capital One Business Credit Corp.	$	60,000,000.00	$	15,000,000.00	$	75,000,000.00
KBC Bank N.V.	$	60,000,000.00	$	15,000,000.00	$	75,000,000.00
Fifth Third Bank	$	60,000,000.00	$	15,000,000.00	$	75,000,000.00
Citizens Bank, N.A.	$	60,000,000.00	$	15,000,000.00	$	75,000,000.00
Royal Bank of Canada	$	48,000,000.00	$	12,000,000.00	$	60,000,000.00
TD Bank, N.A.	$	40,000,000.00	$	10,000,000.00	$	50,000,000.00
The Huntington National Bank	$	32,000,000.00	$	8,000,000.00	$	40,000,000.00
The Northern Trust Company	$	24,000,000.00	$	6,000,000.00	$	30,000,000.00
Associated Bank, N.A.	$	24,000,000.00	$	6,000,000.00	$	30,000,000.00
Comerica Bank	$	20,000,000.00	$	5,000,000.00	$	25,000,000.00
First Bank of Highland Park	$	20,000,000.00	$	5,000,000.00	$	25,000,000.00
DZ Bank AG Deutsche Zentral-Genossenschaftsbank Frankfurt am Main New York Branch	$	16,000,000.00	$	4,000,000.00	$	20,000,000.00
ICICI Bank Limited New York Branch	$	20,000,000.00		—	$	20,000,000.00
Total	$	1,600,000,000.00	$	400,000,000.00	$	2,000,000,000.00

Issuing Lender	L/C Commitment
JPMorgan Chase Bank, N.A.	$	33,750,000.00
Bank of America, N.A.	$	33,250,000.00
Barclays Bank PLC	$	33,250,000.00
Citibank, N.A.	$	33,250,000.00
Wells Fargo Bank, N.A.	$	33,250,000.00
Morgan Stanley Bank, N.A.	$	16,625,000.00
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	16,625,000.00
Total	$	200,000,000.00

Administrative Agent: JPMorgan Chase Bank, N.A.

Syndication Agents: Bank of America, N.A., Barclays Bank PLC and Wells Fargo Bank, N.A.

Documentation Agents: Citibank, N.A. and Morgan Stanley MUFG Loan Partners, LLC

Joint Lead Arrangers and Joint Bookrunners: JPMorgan Chase Bank, N.A., Barclays Bank PLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, N.A.

SCHEDULE 1.1B

MORTGAGED PROPERTY

	PROPERTY LOCATION	MORTGAGE
1.	1601 Highway 49B North Paragould, Arkansas 72450	Mortgage, Security Agreement and Assignment of Leases and Rents (Including Future Advances) from Tenneco Automotive Operating Company Inc. (fka Tenneco Automotive Inc.), as Mortgagor to The Chase Manhattan Bank, as Mortgagee dated November 4, 1999 and recorded in Book 0478 Page 0265.
2.	2000 Bolton St. Paragould, Arkansas 72450	Mortgage, Security Agreement and Assignment of Leases and Rents (Including Future Advances) from Tenneco Automotive Operating Company Inc. (fka Tenneco Automotive Inc.), as Mortgagor to The Chase Manhattan Bank, as Mortgagee dated November 4, 1999 and recorded in Book 0478 Page 0265.
3.	503 Weatherhead Street Angola, Indiana 46703	Mortgage, Security Agreement and Assignment of Leases and Rents from The Pullman Company, as Mortgagor to The Chase Manhattan Bank, as Mortgagee dated November 4, 1999 and recorded as Document No. 99-11-0309.
4.	4825 Hoffman Street Elkhart, Indiana 46516	Mortgage, Security Agreement and Assignment of Leases and Rents from Tenneco Automotive Operating Company Inc. (fka Tenneco Automotive Inc.) and successor to Walker Manufacturing Company, formerly a division of Tenneco Automotive Inc., as Mortgagor to The Chase Manhattan Bank, as Mortgagee dated November 4, 1999 and recorded as Document No. 99-38117.
5.	3901 Willis Road Grass Lake, Michigan 49240	Mortgage from Tenneco Automotive Operating Company Inc. (fka Tenneco Automotive Inc.), as Mortgagor to The Chase Manhattan Bank, as Mortgagee dated November 4, 1999 and recorded in Ledger 1617 Page 1136.
6.	2701 N. Dettman Road Jackson, Michigan 49201	Mortgage from Tenneco Automotive Operating Company Inc. (fka Tenneco Automotive Inc.), as Mortgagor to The Chase Manhattan Bank, as Mortgagee dated November 4, 1999 and recorded in Ledger 1617 Page 1136.
7.	1 International Drive Monroe, Michigan 48161	Mortgage from Tenneco Automotive Operating Company Inc. (fka Tenneco Automotive Inc.), as Mortgagor to The Chase Manhattan Bank, as Mortgagee dated November 4, 1999 and recorded in Liber 1859, Page 542.
8.	11800 State Route 424 Napoleon, Ohio 43545	Open-End Mortgage, Security Agreement and Assignment of Leases and Rents from The Pullman Company, as Mortgagor to The Chase Manhattan Bank, as Mortgagee dated November 4, 1999 and recorded in Volume 60 Page 1066-1094.
9.	33 Lockwood Road Milan, Ohio 44846	Open-End Mortgage, Security Agreement and Assignment of Leases and Rents from The Pullman Company, as Mortgagor to The Chase Manhattan Bank, as Mortgagee dated November 4, 1999 and recorded as Instrument No. RN9916996.
10.	3160 Abbott Lane Harrisonburg, Virginia 22801	Deed of Trust from Tenneco Automotive Operating Company Inc. (fka Tenneco Automotive Inc.), as Grantor to M. Steven Weaver, as Trustee for the use and benefit of The Chase Manhattan Bank, as Beneficiary dated November 4, 1999 and recorded in Book 1751 Page 254.
11.	645 E. Broad St. Smithville, TN 37166	Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing from Tenneco Automotive Operating Company Inc. to Tennessee Valley Title Insurance Co., as trustee for the use and benefit of JPMorgan Chase Bank, N.A., dated December 31, 2006 and recorded March 9, 2007 in Record Book 260, Page 622.

SCHEDULE 1.1C

EXISTING LETTERS OF CREDIT

None.

SCHEDULE 4.1

MATERIAL OBLIGATIONS

None.

SCHEDULE 4.4

CONSENTS, AUTHORIZATIONS, FILINGS AND NOTICES

None.

SCHEDULE 4.15

SUBSIDIARIES

	SUBSIDIARY NAME	PERCENTAGE OF EACH CLASS OF CAPITAL STOCK OWNED BY ANY LOAN PARTY			JURISDICTION OF FORMATION
1.	Armstrong Properties Pty. Ltd.		100	%	South Africa
2.	Autopartes Walker, S. de R.L. de C.V.		100	%	Mexico
3.	CED’S Inc.		100	%	Illinois
4.	Clevite Industries Inc.		100	%	Delaware
5.	Fric-Rot S.A.I.C.		99.85	%	Argentina
6.	Gillet Exhaust Manufacturing Limited		100	%	United Kingdom
7.	Gillet Pressings Cardiff Limited		100	%	United Kingdom
8.	J.W. Hartley (Motor Trade) Limited		100	%	United Kingdom
9.	Kinetic Pty. Ltd.		99.5	%	Australia
10.	Maco Inversiones S.A.		99.999983	%	Argentina
11.	McPherson Strut Company LLC		100	%	Delaware
12.	Monroe Amortisor Imalat Ve Ticaret Anonim Sirketi		99.85	%	Turkey
13.	Monroe Australia Pty. Limited		100	%	Australia
14.	Monroe Czechia s.r.o.		100	%	Czech Republic
15.	Monroe Manufacturing (Pty.) Ltd.		100	%	South Africa
16.	Monroe Mexico, S. de R.L. de C.V.		100	%	Mexico
17.	Monroe Holding, S. de R.L. de C.V.		100	%	Mexico
18.	Monroe Packaging BVBA		100	%	Belgium
19.	Monroe Springs (Australia) Pty. Ltd.		100	%	Australia
20.	Monroe Springs (New Zealand) Limited		100	%	New Zealand
21.	Montagewerk Abgastechnik Emden GmbH		50	%	Germany
22.	Precision Modular Assembly Corp.		100	%	Delaware
23.	Proveedora Walker S. de R.L. de C.V.		100	%	Mexico
24.	Pullman Standard Inc.		100	%	Delaware
25.	Shanghai Tenneco Exhaust System Co., Ltd.		55	%	China
26.	TA (Australia) Group Pty. Ltd.		100	%	Australia
27.	Tenneco Asheville Inc.		100	%	Delaware
28.	Tenneco Asia Inc.		100	%	Delaware
29.	Tenneco Automotive Brasil Ltda.		99.99	%	Brazil
30.	Tenneco Automotive Deutschland GmbH		100	%	Germany
31.	Tenneco Automotive Eastern Europe Sp. z.o.o.		100	%	Poland
32.	Tenneco Automotive Europe BVBA		100	%	Belgium
33.	Tenneco Automotive Europe Coordination Center BVBA		100	%	Belgium
34.	Tenneco Automotive Foreign Sales Corporation Limited		100	%	Jamaica
35.	Tenneco Automotive France S.A.S.		100	%	France
36.	Tenneco Automotive Holdings South Africa Pty. Ltd.		74.9	%	South Africa
37.	Tenneco Automotive Iberica, S.A.		100	%	Spain

	SUBSIDIARY NAME	PERCENTAGE OF EACH CLASS OF CAPITAL STOCK OWNED BY ANY LOAN PARTY			JURISDICTION OF FORMATION
38.	Tenneco Automotive Inc. Nevada		100	%	Nevada
39.	Tenneco Automotive India Private Limited		100	%	India
40.	Tenneco Automotive Italia S.r.l.		100	%	Italy
41.	Tenneco Automotive Nederland B.V.		100	%	Netherlands
42.	Tenneco Automotive Operating Company Inc.		100	%	Delaware
43.	Tenneco Automotive Polska Sp. z.o.o.		100	%	Poland
44.	Tenneco Automotive Port Elizabeth (Proprietary) Limited		100	%	South Africa
45.	Tenneco Automotive Portugal — Componentes Para Automovel, Unipessoal, LDA.		100	%	Portugal
46.	Tenneco Automotive Romania S.r.l.		100	%	Romania
47.	Tenneco Automotive RSA Company		100	%	Delaware
48.	Tenneco Automotive Second RSA Company		100	%	Delaware
49.	Tenneco Automotive Services Societe Par Actions Simplifiee		100	%	France
50.	Tenneco Automotive Servicios Mexico, S. de R.L. de C.V.		100	%	Mexico
51.	Tenneco Automotive (Thailand) Limited		99.6	%	Thailand
52.	Tenneco Automotive Trading Company		100	%	Delaware
53.	Tenneco Automotive UK Limited		100	%	United Kingdom
54.	Tenneco Automotive Volga LLC		100	%	Russia
55.	Tenneco Automotive Walker Inc.		100	%	Delaware
56.	Tenneco (Beijing) Exhaust System Co., Ltd.		51	%	China
57.	Tenneco (Beijing) Ride Control System Co., Ltd.		65	%	China
58.	Tenneco Brake, Inc.		100	%	Delaware
59.	Tenneco Brazil Ltda.		99.9	%	Brazil
60.	Tenneco Canada Inc.		100	%	Canada
61.	Tenneco (China) Co., Ltd. f/k/a Tenneco Automotive China Company (Shanghai) Ltd.		100	%	China
62.	Tenneco (Dalian) Exhaust System Co. Ltd. f/k/a Tenneco Tongtai (Dalian) Exhaust System Co., Ltd.		100	%	China
63.	Tenneco Deutschland Holdinggesellschaft mbH		100	%	Germany
64.	Tenneco Eastern European Holdings S.a.r.l.		100	%	Luxembourg
65.	Tenneco-Eberspaecher (Dalian) Exhaust System Co., Ltd.		55	%	China
66.	Tenneco Eberspaecher (Beijing) Exhaust System Co. Ltd.		100	%	China
67.	Tenneco Emission Control (Pty) Ltd f/k/a Gillet Exhaust Technologie		100	%	South Africa

	SUBSIDIARY NAME	PERCENTAGE OF EACH CLASS OF CAPITAL STOCK OWNED BY ANY LOAN PARTY			JURISDICTION OF FORMATION
68.	Tenneco Etain Societe Par Actions Simplifiee f/k/a Gillet Tubes Technologies S.A.S.		100	%	France
69.	Tenneco Europe Limited		100	%	Delaware
70.	Qingdao Tenneco FAWSN Automobile Parts Co., Ltd.		100	%	China
71.	Tenneco FAWSN (Foshan) Automobile Parts Co., Ltd.		100	%	China
72.	Tenneco FAWSN (Changchun) Automobile Parts Co., Ltd. f/k/a Tenneco FAW Sihuan (Changchun) Automobile Parts Co., Ltd.		51	%	China
73.	Tenneco FAWSN (Tianjin) Automobile Parts Co., Ltd.		100	%	China
74.	Tenneco Fusheng (Chengdu) Automobile Parts Co., Ltd. f/k/a Chengdu Tenneco Tongtai Exhaust System Co., Ltd.		55	%	China
75.	Tenneco Global Holdings Inc.		100	%	Delaware
76.	Tenneco GmbH f/k/a Heinrich Gillet GmbH		100	%	Germany
77.	Tenneco (Guangzhou) Co., Ltd.		100	%	China
78.	Tenneco Holdings Danmark ApS		100	%	Denmark
79.	Tenneco Hong Kong Holdings Limited		100	%	Hong Kong
80.	Tenneco Hungary Korlatolt Felelossegu Tarsasag		100	%	Hungary
81.	Tenneco Innovacion S.L.		100	%	Spain
82.	Tenneco International Holding Corp.		100	%	Delaware
83.	Tenneco International Luxembourg S.a.r.l.		100	%	Luxembourg
84.	Tenneco International Manufacturing S.a.r.l.		100	%	Luxembourg
85.	Tenneco Japan Ltd. f/k/a Tenneco Automotive Japan Ltd.		100	%	Japan
86.	Tenneco Korea Limited		100	%	Korea
87.	Tenneco Lingchuan (Chongqing) Exhaust System Co., Ltd.		60	%	China
88.	Tenneco Management (Europe) Limited		100	%	United Kingdom
89.	Tenneco (TM Asia) Ltd.		100	%	Taiwan
90.	Tenneco (TM Belgium) BVBA		100	%	Belgium
91.	Tenneco (MSCan) Operations Inc.		100	%	Canada (BC)
92.	Tenneco (MUSA)		100	%	California
93.	Tenneco Mauritius China Holdings Ltd.		100	%	Mauritius
94.	Tenneco Mauritius Holdings Limited		100	%	Mauritius
95.	Tenneco (Mauritius) Limited		100	%	Mauritius
96.	Tenneco Mexico, S. de R.L. de C.V.		100	%	Mexico
97.	Tenneco Ride Control South Africa (Pty) Ltd. f/k/a Armstrong Hydraulics South Africa (Pty.) Ltd.		100	%	South Africa
98.	Tenneco Silesia spolka z ograniczona odpowiedzialnoscia		100	%	Poland
99.	Tenneco (Suzhou) Co., Ltd.		100	%	China

	SUBSIDIARY NAME	PERCENTAGE OF EACH CLASS OF CAPITAL STOCK OWNED BY ANY LOAN PARTY			JURISDICTION OF FORMATION
100.	Tenneco (Suzhou) Emission System Co., Ltd.		100	%	China
101.	Tenneco (Suzhou) Ride Control Co., Ltd.		100	%	China
102.	Tenneco Sverige AB f/k/a Tenneco Automotive Sverige AB		100	%	Sweden
103.	Tenneco Walker (Tianjin) Exhaust System Co. Ltd.		100	%	China
104.	Tenneco-Walker (U.K.) Limited		100	%	United Kingdom
105.	Tenneco Zwickau GmbH f/k/a Gillet-Abgassysteme Zwickau GmbH		100	%	Germany
106.	The Pullman Company		100	%	Delaware
107.	The Tenneco Automotive (UK) Pension Scheme Trustee Limited		100	%	United Kingdom
108.	Thompson and Stammers (Dunmow) Number 6 Limited		100	%	United Kingdom
109.	Thompson and Stammers (Dunmow) Number 7 Limited		100	%	United Kingdom
110.	TM.com S.r.l. in liquidazione		100	%	Italy
111.	TM S.r.l. in liquidazione		100	%	Italy
112.	TMC Texas Inc.		100	%	Delaware
113.	Walker Australia Pty. Limited		100	%	Australia
114.	Walker Danmark ApS		100	%	Denmark
115.	Walker Electronic Silencing, Inc.		100	%	Delaware
116.	Walker Europe, Inc.		100	%	Delaware
117.	Walker Exhaust (Thailand) Company Limited		99.9	%	Thailand
118.	Walker Gillet (Europe) GmbH		100	%	Germany
119.	Walker Limited		100	%	United Kingdom
120.	Walker Manufacturing Company		100	%	Delaware
121.	Walker UK Ltd		100	%	United Kingdom
122.	Wimetal Societe Par Actions Simplifiee		100	%	France

SCHEDULE 4.19(a)

FINANCING STATEMENTS / FILING OFFICES

GRANTOR	FILING OFFICE
Tenneco Inc.	Delaware
Tenneco Automotive Operating Company Inc.	Delaware
Tenneco International Holding Corp.	Delaware
The Pullman Company	Delaware
Tenneco Global Holdings Inc.	Delaware
Clevite Industries Inc.	Delaware
TMC Texas Inc.	Delaware

SCHEDULE 4.19(b)

MORTGAGE FILING JURISDICTIONS

1.	Facility:	Paragould, Arkansas
	Address:	1601 Highway 49B North Paragould, AR 72450
	County Situated In:	Greene
	Owned by:	Tenneco Automotive Operating Company Inc.
2.	Facility:	Paragould, Arkansas
	Address:	2000 Bolton St. Paragould, AR 72450
	County Situated In:	Greene
	Owned by:	Tenneco Automotive Operating Company Inc.
3.	Facility:	Angola, Indiana
	Address:	503 Weatherhead St. Angola, Indiana 46703
	County Situated In:	Stueben
	Owned by:	The Pullman Company
4.	Facility:	Elkhart, Indiana
	Address:	4825 Hoffman St. Elkhart, Indiana 46516
	County Situated In:	Elkhart
	Owned by:	Tenneco Automotive Operating Company Inc.
5.	Facility:	Grass Lake, Michigan
	Address:	3901 Willis Road Grass Lake, Michigan 49240
	County Situated In:	Jackson
	Owned by:	Tenneco Automotive Operating Company Inc.
6.	Facility:	Jackson, Michigan
	Address:	2701 N. Dettman Road Jackson, Michigan 49201
	County Situated In:	Jackson
	Owned by:	Tenneco Automotive Operating Company Inc.

7.	Facility:	Monroe, Michigan
	Address:	1 International Drive Monroe, Michigan 48161
	County Situated In:	Monroe
	Owned by:	Tenneco Automotive Operating Company Inc.
8.	Facility:	Milan, Ohio
	Address:	33 Lockwood Road Milan, Ohio 44846
	County Situated In:	Ashland
	Owned by:	The Pullman Company
9.	Facility:	Napoleon, Ohio
	Address:	11800 State Route 424 Napoleon, Ohio 43545
	County Situated In:	Henry
	Owned by:	The Pullman Company
10.	Facility:	Harrisonburg, Virginia
	Address:	3160 Abbott Lane Harrisonburg, Virginia 22801
	County Situated In:	Rockingham
	Owned by:	Tenneco Automotive Operating Company Inc.
11.	Facility:	Smithville, Tennessee
	Address:	645 East Broad Street Smithville, TN 37166
	County Situated In:	DeKalb
	Owned by:	Tenneco Automotive Operating Company Inc.

SCHEDULE 7.2(d)

(DOMESTIC INDEBTEDNESS)

Guarantees by Tenneco Inc. of Indebtedness of Foreign Subsidiaries incurred up to limits and under facilities (or extensions or refinancings thereof that do not increase the aggregate amount of available borrowings) listed on Schedule 7.2(d) (Foreign Indebtedness).

Daylight overdraft by Tenneco Automotive Trading Company with Citibank, with a limit of up to $400,000.00.

Tenneco Inc. & Tenneco Automotive Operating Company Inc.

Guarantee Summary

(as of the Closing Date)

Type	Amount		Origination Date	Termination / Expiry Date	Guarantor	Beneficiary	Purpose
Guarantee	$	1,500,000	08/01/97		Tenneco Inc.	Mabeck Co	Lease on Lake Forest Building
Guarantee			04/06/04		Tenneco Inc.	Fraccionadora Industrial	Operating Lease on Reynosa Building
Guarantee			04/22/97		Tenneco Inc.	CWB Ltd Partnership III	Lease on Ligonier Building
Guarantee	$	93,500	09/30/99		Tenneco Inc.	Virginia Dept of Environ. Quality	Environmental Cleanup
Guarantee			11/01/11	10/31/16	Tenneco Inc.	BW & V Martin Properties Pty. Ltd.	Lease on Walker Australia Building
Guarantee	$	1,214,168	01/01/12	04/30/23	Tenneco Inc.	Pactiv LLC	Guarantees TAOCI’s obligations under the Sublease of the Lincolnshire Land and Building
Guarantee			10/24/11	None	Tenneco Automotive Operating Company Inc.	GE Canada Leasing Service Co.	Tenneco Canada Inc. Operating Leases with GE
Guarantee	EUR	14,096.05	12/03/14	-	Tenneco Inc.	Amministrazione Finanziaria - Agenzia delle Entrare - Direzione Provinciale Di Bologna	Guarantees repayment of a VAT refund in the event it is determined on audit that it was not due.
Guaranty			03/31/2017		Tenneco Inc.	CIBanco, S.A.	Guaranty Autopartes Walker, S. de R.L. de C.V. obligations under a lease agreement.
Guaranty			08/11/2016		Tenneco Inc.	FINSA III Puebla, S. de RL. de C.V.	Guaranty Autopartes Walker, S. de R.L. de C.V. obligations under a lease agreement.

Tenneco Inc. & Tenneco Automotive Operating Company Inc.

Summary of Letters of Credit

Issuer

Issue Date

LOC#

Status

Evergreen YES / NO

Final Expiration Date

Cancellation Notice in Days

For the Account Of

Beneficiary

Purpose

Category

$ Amount

CIBC

8/18/15

SBGT- 757788

Auto Renewal – July 22, 2017

Yes

Evergreen

30

Tenneco Inc.

Tamauligas S.A. de C.V.

Supports the Natural Gas Supply Contract for Celaya

Other

$

29,314.61

CIBC

7/22/15

SBGT- 757789

Auto Renewal – July 22, 2017

Yes

Evergreen

120

Tenneco Inc.

Commerzbank

Tenneco Deutschland Old Age Part-Time Employee Liability

Other

$

3,230,321.96

CIBC

7/22/15

SBGT- 757785

Auto Renewal – July 22, 2017

Yes

Evergreen

30

Tenneco Inc.

Ohio Bureau of Workers’ Compensation

Supports Ohio Self-Insurance Authority for Pre 1/1/87 Claims

Insurance

$

35,000.00

CIBC

7/21/15

SBGT- 757784

Auto Renewal – July 22, 2017

Yes

Evergreen

30

Tenneco Inc.

Ohio Bureau of Workers’ Compensation

Supports Ohio Self-Ins Authority for Post 12/31/86 Claims

Insurance

$

1,500,000.00

CIBC

7/21/15

SBGT- 757783

Auto Renewal – July 22, 2017

Yes

Evergreen

60

Tenneco Inc.

Pacific Employers Insurance Company

Tenneco Automotive Workers Compensation

Insurance

$

14,628,446.00

CIBC

7/21/15

SBGT- 757780

Auto Renewal – July 22, 2017

Yes

Evergreen

30

Tenneco Inc.

Liberty Mutual Insurance Company

Pullman Workers’ Comp and Product Claims

Insurance

$

300,000.00

CIBC

7/22/15

SBGT- 757787

Auto Renewal - July 22, 2017

Yes

Evergreen

120

Tenneco Inc.

NE Department of Environmental Quality

Cozad Environmental Clean-up NDEQ

Environmental

$

51,440.41

CIBC

9/4/15

SBGT- 758265

Auto Renewal – September 2, 2017

Yes

Evergreen

75

Tenneco Inc.

Travelers Casualty and Surety Company

Tenneco Automotive Surety Bond Program

Other

$

1,250,000.00

Issuer

Issue Date

LOC#

Status

Evergreen YES / NO

Final Expiration Date

Cancellation Notice in Days

For the Account Of

Beneficiary

Purpose

Category

$ Amount

CIBC

8/4/15

SBGT- 757782

Auto Renewal – August 3, 2015

Yes

Evergreen

120

Tenneco Inc.

U.S. Environmental Protection Agency

Cozad Environmental Clean-up – EPA

Environmental

$

5,096,243.03

CIBC

10/29/15

SBGT- 758645

Auto Renewal – October 29, 2015

Yes

Evergreen

120

Tenneco Inc.

Georgia Department of Natural Resources

Hartwell Environmental Clean-up Assurance

Environmental

$

2,156,000.00

Total

$

28,276,766.01

Insurance

$

16,463,446.00

Environmental

$

7,303,683.44

Treasury

$

0.00

Other

$

4,509,636.57

Total

$

28,276,766.01

SCHEDULE 7.2 (d)

(FOREIGN INDEBTEDNESS)

NO.	COUNTRY	ENTITY	BANK	CURRENCY	LIMIT		CURRENT USD EQUIVALENT		PURPOSE
1	Australia	Monroe Australia Pty. Ltd.	The Bank of Tokyo-Mitsubishi UFG	AUD		1,315,000.00		991,779.17	Guarantee Facility
2	Australia	Monroe Australia Pty. Ltd.	Citibank	AUD		5,000,000.00		3,771,023.46	Daylight Overdraft
3	Australia	Walker Australia Pty. Ltd.	The Bank of Tokyo-Mitsubishi UFG	AUD		1,287,000.00		970,661.44	Guarantee Facility
4	Australia	Monroe Springs (Australia) Pty. Ltd.	JPMorgan Chase bank	AUD		850,000.00		641,073.99	Guarantee Facility
5	Australia	Monroe Springs (Australia) Pty. Ltd.	JPMorgan Chase bank	AUD		500,000.00		377,102.35	Guarantee Facility
6	Argentina	Fric Rot S.A.I.C.	Industrial and Commercial Bank of China (Argentina) S.A.	ARS		52,500,000.00		3,409,290.15	Overdraft Overnight/WC Loan
7	Argentina	Fric Rot S.A.I.C.	Banco Credicoop Coop. Limitado	ARS		10,000,000.00		649,388.60	WC Loan
8	Belgium	Tenneco Automotive Europe BVBA	ING Bank	EUR		3,500,000.00		3,740,914.92	Overdraft Overnight
9	Belgium	Tenneco Automotive Netherlands BV (Gent Branch)	BELFIUS BANK	EUR		2,000,000.00		2,137,665.67	Overdraft Overnight
10	Belgium	Tenneco Automotive Europe BVBA	ING Bank	EUR		500,000.00		534,416.42	Guarantee Facility
11	Belgium	Tenneco Automotive Europe BVBA	KBC Bank	EUR		3,500,000.00		3,740,914.92	Overdraft Overnight
12	Belgium	Tenneco Automotive Europe BVBA	KBC Bank	EUR		75,000.00		80,162.46	Guarantee Facility
13	Belgium	Tenneco Automotive Europe BVBA	KBC Bank	EUR		500,000.00		534,416.42	Guarantee Facility
14	Brazil	Tenneco Automotive Brasil Ltda	Banco Bradesco	BRL		1,750,000.00		556,032.15	Overdraft Overnight
15	Brazil	Tenneco Automotive Brasil Ltda	Banco do Brasil	BRL		20,000,000.00		6,354,653.19	Overdraft / FX
16	Brazil	Tenneco Automotive Brasil Ltda	Banco Itaú	BRL		20,000,000.00		6,354,653.19	Working Capital / FX
17	Brazil	Tenneco Automotive Brasil Ltda	Banco Safra	BRL		1,600,000.00		508,372.26	Working Capital / FX
18	Canada	Tenneco Canada Inc	Scotiabank	USD		4,000,000.00		4,000,000.00	Overdraft Overnight
19	Canada	Tenneco Canada Inc.	JPMorgan Chase Bank	USD		2,000,000.00		2,000,000.00	Overdraft Overnight
20	China	Tenneco (Beijing) Ride Control Systems Co. Ltd.	Government Supporting Loans	RMB		500,000.00		72,612.15	ST Loan - Parts develop
21	China	Tenneco (Dalian) Exhaust System Co. Ltd.	ICBC Jinzhou Branch	RMB		150,000,000.00		21,783,644.84	Bankers Acceptance Credit
22	China	Tenneco (Dalian) Exhaust System Co. Ltd.	HSBC Dalian Branch	RMB		150,000,000.00		21,783,644.84	Bankers Acceptance Credit
23	China	Shanghai Tenneco Exhaust Systems Co. Ltd.	BOCOM	RMB		85,000,000.00		12,344,065.41	“Short term Loan & Bankers
24	China	Shanghai Tenneco Exhaust Systems Co. Ltd.	Shanghai Automotive Group Finance Co., Ltd	RMB					Acceptance”
25	China	Tenneco Lingchuan (Chongqing) Exhaust System Co. Ltd.	Industrial And Commercial Bank of China Chongqing Branch New Northern Zone Department	RMB		70,000,000.00		10,165,700.93	L/C & Bankers acceptance
26	China	Tenneco-Eberspacher (Dalian) Exhaust System Co. Ltd.	Bank of China JinZhou Branch	RMB		50,000,000.00		7,261,214.95	L/C & Bankers acceptance
27	Czech Republic	Monroe Czechia s.r.o.	HSBC	CZK		200,000,000.00		7,943,411.14	Overdraft Overnight
28	Denmark	Tenneco Holdings Danmark A/S	Danske Bank A/S	DKK		2,000,000.00		287,529.83	Overdraft Overnight
29	Denmark	Walker Danmark A/S	Danske Bank A/S	DKK		23,800,000.00		3,421,604.99	Overdraft Overnight
30	France	Wimétal SAS	BNP PARIBAS FACTOR	EUR		2,000,000.00		2,137,665.67	Receivables Factoring
31	Germany	Tenneco Deutschland Holdinggesellschaft mbH	Commerzbank AG	EUR		3,000,000.00		3,206,498.50	Guarantee Facility
32	Germany	Tenneco Deutschland Holdinggesellschaft mbH	Commerzbank AG	EUR		8,500,000.00		9,085,079.09	Guarantee Facility
33	Germany	Tenneco GmbH	Commerzbank AG	EUR		90,000,000.00		96,194,955.11	Receivables Factoring
34	Germany	Tenneco GmbH	Commerzbank AG	EUR		100,000.00		106,883.28	Guarantee Facility
35	Germany	Tenneco Deutschland Holdinggesellschaft mbH	Commerzbank AG	EUR		80,000,000.00		85,506,626.76	Daylight overdraft
36	India	Tenneco Automotive India Pvt. Ltd.	Bank of America	USD		14,000,000		14,000,000.00	WC Loan
37	India	Tenneco Automotive India Pvt. Ltd.	Bank of America	USD		3,000,000		3,000,000.00	Overdraft Overnight
38	India	Renowned Auto Products Mfrs Ltd	State Bank of India	INR		100,000,000		1,000,000.00	Sale Bill Discounting

NO.	COUNTRY	ENTITY	BANK	CURRENCY	LIMIT		CURRENT USD EQUIVALENT		PURPOSE
39	India	Tenneco Automotive India Pvt. Ltd.	Citibank	USD		4,000,000		4,000,000.00	Guarantee and WC Facility
40	Italy	Tenneco Automotive Italia Srl	ING Bank	EUR		75,000.00		80,162.46	Overdraft Overnight
41	Japan	Tenneco Japan Limited	The Bank of Tokyo - Mitsubishi UFJ, Ltd.	JPY		763,000,000.00		7,001,284.64	Term Loan
42	Japan	Tenneco Japan Limited	Citibank	JPY		200,000,000.00		1,835,199.12	Daylight Overdraft
43	Korea	Tenneco Korea Limited	JPMorgan Chase Bank	KRW		28,630,799,220.00		25,802,578.58	WC Loan
44	Korea	Tenneco Korea Limited	JPMorgan Chase Bank	KRW		569,200,780.00		512,973.73	FX Facility
45	Korea	Tenneco Korea Limited	Shinhan Bank	KRW		3,000,000,000.00		2,703,652.63	NR discount
46	Luxembourg	Tenneco International Manufacturing S.a.r.l.	Societe Generale	USD		30,000,000.00		30,000,000.00	Daylight Overdraft
47	Luxembourg	Tenneco International Manufacturing S.a.r.l.	Societe Generale	USD		30,000,000.00		30,000,000.00	Daylight Overdraft
48	Luxembourg	Tenneco International Manufacturing S.a.r.l.	Citibank	USD		10,000,000.00		10,000,000.00	Daylight overdraft
49	Luxembourg	Tenneco International Manufacturing S.a.r.l.	Citibank	USD		5,000,000.00		5,000,000.00	Daylight Overdraft
50	Luxembourg	Tenneco International Manufacturing S.a.r.l.	Citibank	MXN		10,000,000.00		530,717.96	Daylight Overdraft
51	Poland	Tenneco Automotive Polska Sp.z.o.o.	Bank Handlowy w Warszawie S.A.	EUR		22,000,000.00		23,514,322.36	Daylight overdraft
52	Poland	Tenneco Automotive Eastern Europe Sp. Z.o.o.	Bank Handlowy w Warszawie S.A.	EUR		5,000,000.00		5,344,164.17	Daylight overdraft
53	Poland	Tenneco Automotive Eastern Europe Sp. Z.o.o.	Millennium Leasing SP. Z.O.O.	PLN		932,693.14		233,915.97	Capital Lease
54	Poland	Tenneco Silesia Sp.z.o.o.	Bank Handlowy w Warszawie S.A.	EUR		20,000,000.00		21,376,656.69	Daylight overdraft
56	South Africa	Tenneco Emission Control (Pty) Ltd.	Standard Bank of South Africa	ZAR		54,000.00		4,109.59	Fleet Management
57	South Africa	Tenneco Emission Control (Pty) Ltd.	Standard Bank of South Africa	ZAR		150,000.00		11,415.53	Credit Cards
58	South Africa	Tenneco Emission Control (Pty) Ltd.	Standard Bank of South Africa	ZAR		253,000.00		19,254.19	Guarantee Facility
59	South Africa	Tenneco Emission Control (Pty) Ltd.	Standard Bank of South Africa	ZAR		450,000,000.00		34,246,575.34	FX Facility
60	South Africa	Tenneco Emission Control (Pty) Ltd.	Citibank	USD		500,000.00		500,000.00	Overdraft Overnight
61	South Africa	Tenneco Emission Control (Pty) Ltd.	Citibank	USD		1,000,000.00		1,000,000.00	FX Facility
62	South Africa	Tenneco Emission Control (Pty) Ltd.	Standard Bank of South Africa	ZAR		75,000,000.00		5,707,762.56	Overdraft Overnight
63	South Africa	Tenneco Emission Control (Pty) Ltd.	Absa Bank Limited	ZAR		814,200,000.00		61,963,470.32	FX Facility
64	South Africa	Tenneco Ride Control South Africa (Pty) Ltd.	Standard Bank of South Africa	ZAR		20,000,000.00		1,522,070.02	Overdraft Overnight
65	South Africa	Tenneco Ride Control South Africa (Pty) Ltd.	Standard Bank of South Africa	ZAR		500,000.00		38,051.75	Guarantee Facility
66	South Africa	Tenneco Ride Control South Africa (Pty) Ltd.	Standard Bank of South Africa	ZAR		33,000,000.00		2,511,415.53	FX Facility
67	Spain	Tenneco Automotive Iberica, S.A.	Banco Bilbao Vizcaya Argentaria, S.A.	EUR		3,000,000.00		3,206,498.50	BOE with Recourse
68	Spain	Tenneco Automotive Iberica, S.A.	Banco Bilbao Vizcaya Argentaria, S.A.	EUR		4,000,000.00		4,275,331.34	Confirming Supplier Pmts
69	Spain	Tenneco Automotive Iberica, S.A.	Banco Santander Central Hispano, S.A.	EUR		500,000.00		534,416.42	Overdraft Overnight
70	Spain	Tenneco Automotive Iberica, S.A.	Ministry of Industry	EUR		1,165,819.15		1,246,065.79	LT Note
71	Spain	Tenneco Automotive Iberica, S.A.	Ministry of Industry	EUR		2,209,563.61		2,361,654.14	LT Note
72	Spain	Tenneco Automotive Iberica, S.A.	Ministry of Industry	EUR		775,357.80		828,727.88	LT Note
73	Spain	Tenneco Automotive Iberica, S.A.	Ministry of Industry	EUR		2,158,756.20		2,307,349.51	LT Note
74	Spain	Tenneco Automotive Iberica, S.A.	CDTI (Ministry of Economy)	EUR		767,788.76		820,637.84	LT Note
75	Spain	Tenneco Automotive Iberica, S.A.	CDTI (Ministry of Economy)	EUR		306,649.89		327,757.47	LT Note
76	Spain	Tenneco Automotive Iberica, S.A.	CDTI (Ministry of Economy)	EUR		282,739.81		302,201.59	LT Note
77	Spain	Tenneco Automotive Iberica, S.A.	IVACE (Instituto Valenciano Competitividad Industrial)	EUR		129,057.20		137,940.57	LT Note
78	Spain	Tenneco Automotive Iberica, S.A.	CDTI (Ministry of Economy)	EUR		360,648.20		385,472.64	LT Note
79	Spain	Tenneco Automotive Iberica, S.A.	CDTI (Ministry of Economy)	EUR		1,224,180.00		1,308,443.78	LT Note
80	Spain	Tenneco Automotive Iberica, S.A.	Banco Santander Central Hispano, S.A.	EUR		23,202.00		24,799.06	Guarantee Facility
81	Spain	Tenneco Automotive Iberica, S.A.	Banco Santander Central Hispano, S.A.	EUR		214,054.00		228,787.94	Guarantee Facility
82	Spain	Tenneco Automotive Iberica, S.A.	Banco Santander Central Hispano, S.A.	EUR		10,000.00		10,688.33	Guarantee Facility
83	Spain	Tenneco Automotive Iberica, S.A.	Banco Bilbao Vizcaya Argentaria, S.A.	EUR		388,695.79		415,450.82	Guarantee Facility
84	Spain	Tenneco Innovación, S.L.	Banco Bilbao Vizcaya Argentaria, S.A.	EUR		64,528.60		68,970.29	Guarantee Facility
85	Sweden	Tenneco Sverige AB	Swedbank Finans	EUR		5,000,000.00		5,344,164.17	Overdraft Overnight

NO.	COUNTRY	ENTITY	BANK	CURRENCY	LIMIT		CURRENT USD EQUIVALENT		PURPOSE
86	Sweden	Tenneco Sverige AB	Swedbank	EUR		665,000.00		710,773.83	Overdraft Overnight
87	Sweden	Tenneco Sverige AB	Swedbank	SEK		8,000,000.00		886,564.12	Overdraft Overnight
88	Thailand	Walker Exhaust (Thailand) Company Limited	Citibank N.A. Bangkok Branch	THB		300,000,000.00		8,733,624	Overdraft Overnight
89	Thailand	Tenneco Automotive (Thailand) Limited	Citibank N.A. Bangkok Branch	THB		300,000,000.00		8,733,624	Overdraft Overnight
90	Thailand	Walker Exhaust (Thailand) Company Limited	Bank of Ayudhya Puplic Co., Ltd.	THB		350,000,000.00		10,189,229	Short term loan
91	Thailand	Tenneco Automotive (Thailand) Limited	Bank of Ayudhya Puplic Co., Ltd.	THB		350,000,000.00		10,189,229	Short term loan
92	UK	Tenneco Management (Europe) Limited	US Bank N.A.	USD		50,000,000.00		50,000,000.00	FX Facility
93	UK	Tenneco Management (Europe) Limited	Bank of America	USD		40,000,000.00		40,000,000.00	FX Facility
94	UK	Tenneco Management (Europe) Limited	Commerzbank AG	USD		68,850,000.00		68,850,000.00	FX Facility
95	UK	Tenneco Management (Europe) Limited	Citibank, N.A.	USD		25,000,000.00		25,000,000.00	Overdraft Overnight
96	UK	Tenneco Management (Europe) Limited	Citibank, N.A.	USD		125,000,000.00		125,000,000.00	Daylight Overdraft

CURRENT USD EQUIVALENT TOTAL: $989,089,501.51

Exchange Rates Used to Calculate “CURRENT USD EQUIVALENT”
ARS	15.3991
AUD	1.3259
BRL	3.1473
CZK	25.1781
DKK	6.9558
EUR	0.9356
INR	64.6125
JPY	108.9800
KRW	1109.6100
MXN	18.8424
PLN	3.9873
RMB	6.8859
SEK	9.0236
THB	34.3500
USD	1.0000
ZAR	13.1400

SCHEDULE 7.3(f)

LIENS

1. Any Lien identified on Schedule 7.3(f) to the Existing Credit Agreement, to the extent such Lien is continuing as of the Closing Date.

2. Any right of set-off, right to preferential payment or other encumbrance on deposits or other assets in the bank’s possession from time to time, in respect of any of the Indebtedness (or any extensions or refinancings thereof that do not increase the aggregate amount of available borrowings) identified on Schedule 7.2(d) (which may or may not constitute a lien under applicable law). Any other Lien in respect of any of the Indebtedness (or any extensions or refinancings thereof that do not increase the aggregate amount of available borrowings) identified on Schedule 7.2(d).

SCHEDULE 7.3(m)

EXISTING RECEIVABLES FINANCING

Each of the following Permitted Receivables Financings:

Entity	Bank	Currency		Facility Amount		USD Equivalent
Monroe Czechia s.r.o.	HSBC Bank plc		CZK		624,000,000	$	25,459,200
Wimetal S.A.S.	BNP Paribas Factor		EUR		13,000,000	$	14,209,000
Tenneco Automotive Iberica S.A.	BBVA Factoring E.F.C., S.A.		EUR		13,900,000	$	15,192,700
Tenneco GmbH (f/k/a Heinrich Gillet GmbH) Tenneco Zwickau GmbH (f/k/a Gillet - Abgassysteme Zwickau GmbH) Tenneco Automotive Deutschland GmbH	CommerzFactoring GmbH		EUR		90,000,000	$	98,370,000
Tenneco Automotive Polska Sp z.o.o.	mFactoring Spolka Akcyjna		EUR		30,000,000	$	32,790,000
Tenneco-Walker (UK) Limited	Barclays Bank PLC		GBP		33,000,000	$	42,335,700
Tenneco Automotive Europe BVBA	Belfius Bank		EUR		32,000,000	$	34,976,000
Tenneco Automotive RSA Company	JPMorgan Chase Bank, N.A. The Bank of Nova scotia Wells Fargo Bank, N.A. (First Lien)		USD		155,000,000	$	155,000,000
Tenneco Automotive RSA Company	Wells Fargo Bank, N.A. (Second Lien)		USD		25,000,000	$	25,000,000
					Total	$	443,332,600

SCHEDULE 7.5

DISPOSITIONS

None.

SCHEDULE 7.8(h)

PERMITTED INVESTMENTS

1. Existing Investments by the Borrower and its Subsidiaries in Subsidiaries and Joint Ventures.

2. Economic Development revenue Bonds, series 2013 held by Tenneco Automotive Operating Company Inc. in an aggregate principal amount of $1,888,000 maturing on February 1, 2022.

3. Investment constituting of 14,897 shares of Dayco, LLC, valued at $476,704.

EXHIBIT A

TO THE CREDIT AGREEMENT

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT

(amending and restating the Guarantee and Collateral Agreement

dated as of November 4, 1999, as amended and restated on March 16, 2007,

March 22, 2012, and December 8, 2014, as previously amended and amended and restated)

made by

TENNECO INC.,

TENNECO AUTOMOTIVE OPERATING COMPANY INC.,

TENNECO INTERNATIONAL HOLDING CORP.,

TENNECO GLOBAL HOLDINGS INC.,

THE PULLMAN COMPANY,

TMC TEXAS INC.

and

CLEVITE INDUSTRIES INC.

in favor of

JPMORGAN CHASE BANK, N.A.

as Administrative Agent

Dated as of May 12, 2017

Table of Contents

		Page
SECTION 1. DEFINED TERMS			2
1.1	Definitions		2
1.2	Other Definitional Provisions		7
SECTION 2. GUARANTEE			7
2.1	Guarantee		7
2.2	Right of Contribution		8
2.3	No Subrogation		9
2.4	Amendments, etc. with respect to the Primary Obligations		9
2.5	Guarantee Absolute and Unconditional		10
2.6	Reinstatement		10
2.7	Payments		11
2.8	Keepwell		11
SECTION 3. GRANT OF SECURITY INTEREST			11
SECTION 4. REPRESENTATIONS AND WARRANTIES			13
4.1	Title; No Other Liens		13
4.2	Perfected First Priority Liens		13
4.3	Jurisdiction of Organization		14
4.4	Inventory and Equipment		14
4.5	Farm Products		14
4.6	Investment Property		14
4.7	Receivables		15
4.8	Intellectual Property		15
SECTION 5. COVENANTS			16
5.1	Delivery of Instruments, Certificated Securities and Chattel Paper		16
5.2	Maintenance of Insurance		16
5.3	Payment of Obligations		16
5.4	Maintenance of Perfected Security Interest; Further Documentation		17
5.5	Changes in Jurisdiction of Organization, Locations, Name, etc.		17
5.6	Notices		17
5.7	Investment Property		18
5.8	Receivables		19
5.9	Intellectual Property		19
5.10	Jurisdiction of Organization		20
5.11	Commercial Tort Claims		21

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SECTION 6. REMEDIAL PROVISIONS		21
6.1	Certain Matters Relating to Receivables	21
6.2	Communications with Obligors; Grantors Remain Liable	22
6.3	Pledged Stock	22
6.4	Proceeds to be Turned Over To Administrative Agent	23
6.5	Application of Proceeds	23
6.6	Code and Other Remedies	24
6.7	Registration Rights	25
6.8	Deficiency	26
SECTION 7. THE ADMINISTRATIVE AGENT		26
7.1	Administrative Agent’s Appointment as Attorney-in-Fact, etc.	26
7.2	Duty of Administrative Agent	28
7.3	Financing Statements	28
7.4	Authority of Administrative Agent	28
SECTION 8. MISCELLANEOUS		28
8.1	Amendments in Writing	28
8.2	Notices	29
8.3	No Waiver by Course of Conduct; Cumulative Remedies	29
8.4	Enforcement Expenses; Indemnification	29
8.5	Successors and Assigns	29
8.6	Set-Off	30
8.7	Counterparts	30
8.8	Severability	30
8.9	Section Headings	30
8.10	Integration	30
8.11	GOVERNING LAW	31
8.12	Submission To Jurisdiction; Waivers	31
8.13	Acknowledgements	31
8.14	Additional Grantors	32
8.15	Releases	32
8.16	WAIVER OF JURY TRIAL	33
8.17	Amendment and Restatement	33

ii

SCHEDULES
Schedule 1	Notice Addresses
Schedule 2	Investment Property
Schedule 3	Perfection Matters
Schedule 4	Jurisdictions of Organization and Chief Executive Offices
Schedule 5	Inventory and Equipment Locations
Schedule 6	Intellectual Property
Schedule 7	Commercial Tort Claims
ANNEX
Annex 1	Assumption Agreement

GUARANTEE AND COLLATERAL AGREEMENT

GUARANTEE AND COLLATERAL AGREEMENT, dated as of May 12, 2017 (amending and restating the Guarantee and Collateral Agreement dated as of November 4, 1999, as amended and restated on March 16, 2007, March 22, 2012 and December 8, 2014, as previously amended), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Fifth Amended and Restated Credit Agreement, dated as of May 12, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Tenneco Inc., a Delaware corporation (the “Company”), Tenneco Automotive Operating Company Inc., a Delaware corporation and a Subsidiary of the Company (“TAOC”), any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders, Citibank, N.A. and Morgan Stanley MUFG Loan Partners, LLC, as documentation agents, Bank of America, N.A., Barclays Bank PLC and Wells Fargo Bank, N.A., as syndication agents, and the Administrative Agent.

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement dated as of September 30, 1999, as amended and restated as of December 12, 2003, March 16, 2007, March 22, 2012 and December 8, 2014, and as amended thereafter and prior to the date hereof (the “Existing Credit Agreement”), among the Company, the lenders and agents party thereto and JPMorgan Chase Bank, N.A., the lenders thereunder made extensions of credit to the Company;

WHEREAS, the Existing Credit Agreement has been amended and restated pursuant to the Credit Agreement, and all obligations, liabilities, indebtedness and liens created by the Existing Credit Agreement are continued unimpaired and in full force and effect pursuant to the Credit Agreement;

WHEREAS, pursuant to the Credit Agreement, the Lenders have severally made and agreed to make extensions of credit to the Borrowers (as defined in the Credit Agreement) upon the terms and subject to the conditions set forth therein;

WHEREAS, each Borrower is a member of an affiliated group of companies that includes each other Grantor;

WHEREAS, the proceeds of the extensions of credit under the Credit Agreement have been and will be used in part to enable the Borrowers to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses;

WHEREAS, the Borrowers and the other Grantors are engaged in related businesses, and each Grantor derives and will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement;

WHEREAS, the Grantors and the Administrative Agent are parties to the Guarantee and Collateral Agreement dated as of November 4, 1999, as amended and amended and restated prior to the date hereof (the “Existing Guarantee and Collateral Agreement”);

WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrowers under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Lenders;

WHEREAS, for convenience the parties hereto desire to amend and restate the Existing Guarantee and Collateral Agreement pursuant to this Agreement rather than amend the Existing Guarantee and Collateral Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers under the Credit Agreement, the Existing Guarantee and Collateral Agreement is hereby amended and restated as of the Restatement Date (as defined below) as follows:

SECTION 1. DEFINED TERMS

1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the New York UCC: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Documents, Equipment, Farm Products, Fixtures, Instruments, Inventory, Letter of Credit Rights and Supporting Obligations.

(b) The following terms shall have the following meanings:

“Agreement”: the Existing Guarantee and Collateral Agreement, as amended and restated by this Guarantee and Collateral Agreement, as the same may be further amended, supplemented or otherwise modified from time to time.

“Collateral”: as defined in Section 3.

“Collateral Account”: any collateral account established by the Administrative Agent as provided in Section 6.1 or 6.4.

“Commodity Exchange Act”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Copyrights”: (i) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 6), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.

2

“Copyright Licenses”: any agreement, whether written or oral, naming any Grantor as licensor or, any written agreement naming any Grantor as licensee to the extent such agreement permits the Grantor to grant a security interest in its rights thereunder, including, without limitation, those listed in Schedule 6, granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.

“Deposit Account”: as defined in the Uniform Commercial Code of any applicable jurisdiction and, in any event, including, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution.

“Excluded Foreign Subsidiary”: at any time (i) any Foreign Subsidiary of a Grantor (other than a Wholly Owned Subsidiary) where such Grantor is prohibited from pledging its ownership interests in such Foreign Subsidiary without the consent of the other owner or owners of such Foreign Subsidiary, (ii) any Foreign Subsidiary where the consent of a Governmental Authority is required for a Grantor to pledge the Capital Stock of such Foreign Subsidiary owned by the Grantor and such consent has not been obtained, which for the avoidance of doubt shall include all Foreign Subsidiaries and Joint Ventures organized under the law of the People’s Republic of China other than Tenneco (China) Co., Ltd. (subject to Section 4.6(e)), (iii) any Foreign Subsidiary where the Grantors collectively directly own less than 1% of the Capital Stock of such Foreign Subsidiary, (iv) any Foreign Subsidiary with respect to which the Company and the Administrative Agent reasonably determine that the time and expense of implementing a security arrangement is excessive in relation to the benefits of the Lenders in obtaining the same, and (v) any Foreign Subsidiary of a Grantor having total assets (as determined in accordance with GAAP) in an amount of less than 1% of Consolidated Total Assets of the Company; provided, however, that the total assets (as so determined) of all Excluded Foreign Subsidiaries referenced in the foregoing clause (v) shall not exceed 5% of Consolidated Total Assets of the Company. In the event that the total assets of all Excluded Foreign Subsidiaries referenced in clause (v) of the foregoing sentence exceed 5% of Consolidated Total Assets of the Company, the Company will designate in writing to the Administrative Agent Foreign Subsidiaries which would otherwise constitute Excluded Foreign Subsidiaries to be excluded as Excluded Foreign Subsidiaries until such 5% threshold is met.

“Foreign Subsidiary”: any Subsidiary organized under the laws of any jurisdiction outside the United States.

“Foreign Subsidiary Voting Stock”: the voting Capital Stock of any Foreign Subsidiary.

“General Intangibles”: all “general intangibles” as such term is defined in Section 9-102(a)(42) of the New York UCC (other than any Foreign Subsidiary Voting Stock and voting Capital Stock of any CFC or CFC Holding Company in each case excluded from the definition of “Pledged Stock”) and, in any event, including, without limitation, with respect to any Grantor, all contracts, agreements, instruments and indentures in any form,

3

and portions thereof, to which such Grantor is a party or under which such Grantor has any right, title or interest or to which such Grantor or any property of such Grantor is subject, as the same may from time to time be amended, supplemented or otherwise modified, including, without limitation, (i) all rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of such Grantor to damages arising thereunder and (iii) all rights of such Grantor to perform and to exercise all remedies thereunder.

“Guarantor Obligations”: with respect to any Guarantor (i) all obligations and liabilities of such Guarantor which may arise under or in connection with this Agreement (including, without limitation, Section 2) or any other Loan Document to which such Guarantor is a party, (ii) all obligations or liabilities of such Guarantor under or in respect of Lender Hedge Agreements to which such Guarantor is a party and (iii) all obligations and liabilities of such Guarantor in respect of or in connection with Cash Management Obligations; in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise and whether material or contingent (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document).

“Guarantors”: the collective reference to each Grantor (for the avoidance of doubt, including the Company); provided that each Grantor shall be considered a Guarantor only with respect to the Primary Obligations of any other Loan Party.

“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, know-how, trade secrets, methods and processes and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom but excluding any intellectual property granted to any Grantor as licensee to the extent such Grantor is not expressly permitted to grant a security interest in its rights under such License.

“Intercompany Note”: any promissory note evidencing loans made by any Grantor to the Company or any of its Subsidiaries.

“Investment Property”: the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the New York UCC (other than any Foreign Subsidiary Voting Stock and voting Capital Stock of any CFC or CFC Holding Company in each case excluded from the definition of “Pledged Stock”) and (ii) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Stock.

“Issuers”: the collective reference to each issuer of any Investment Property.

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“Lender Hedge Agreements”: all interest rate swaps, caps, forward, future, option or collar agreements or similar arrangements entered into by the Company or any of its Subsidiaries with any Lender (or any Affiliate of any Lender) providing for protection against fluctuations in interest rates, currency exchange rates or the exchange of nominal interest obligations or commodities, either generally or under specific contingencies.

“New York UCC”: the Uniform Commercial Code as from time to time in effect in the State of New York.

“Obligations”: with respect to any Loan Party, the collective reference to its Primary Obligations and Guarantor Obligations.

“Patents”: (i) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to in Schedule 6, (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 6, and (iii) all rights to obtain any reissues or extensions of the foregoing.

“Patent License”: all agreements, whether written or oral, providing for (i) the grant by any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent and (ii) the grant to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent (to the extent such agreement permits the Grantor to grant a security interest in its rights thereunder), including, without limitation, any of the foregoing referred to in Schedule 6.

“Pledged Notes”: all promissory notes listed on Schedule 2, all Intercompany Notes at any time issued to any Grantor and all other promissory notes issued to or held by any Grantor (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business).

“Pledged Stock”: the shares of Capital Stock listed on Schedule 2, together with any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect other than the Capital Stock of any Excluded Foreign Subsidiary; provided that (a) in no event shall more than 65% of the total outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary be required to be pledged hereunder, (b) in no event shall more than 65% of the total outstanding voting Capital Stock of any CFC or CFC Holding Company be required to be pledged hereunder and (c) the Grantors shall not be obligated to pledge the Capital Stock of a Foreign Subsidiary to the extent such pledge would violate the laws of the jurisdiction of such Foreign Subsidiary’s organization.

“Primary Obligations”: with respect to any Loan Party, the collective reference to the unpaid principal of and interest on the Loans and Reimbursement Obligations and all

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other obligations and liabilities of such Loan Party (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to such Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Lender (or, in the case of any Lender Hedge Agreement or Cash Management Obligations, any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan Documents, any Letter of Credit, any Lender Hedge Agreement (including any guarantees of any Borrower of any Lender Hedge Agreements entered into by any Subsidiary), any Cash Management Obligation (including any guarantees of any Borrower of any Cash Management Obligations entered into by any Subsidiary) or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by any Loan Party pursuant to the terms of any of the foregoing agreements); provided, that for purposes of determining any Guarantor Obligations of any Guarantor under this Agreement, the definition of “Primary Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor.

“Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.

“Qualified Keepwell Provider”: in respect of any Swap Obligation, each Loan Party that, at the time the relevant guarantee (or grant of the relevant security interest, as applicable) becomes effective with respect to such Swap Obligation, has total assets exceeding $10,000,000 or otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” with respect to such Swap Obligation at such time by entering into a keepwell or guarantee pursuant to Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Receivable”: any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account); provided that, for the avoidance of doubt, the term “Receivable” shall not include any accounts receivable and related assets transferred or purportedly transferred pursuant to, and in accordance with, a Permitted Receivables Financing (it being understood that any account receivable and related asset that is not transferred or purported to have been transferred pursuant to a Permitted Receivables Financing shall constitute a “Receivable” hereunder).

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“Restatement Date”: May 12, 2017.

“Securities Act”: the Securities Act of 1933, as amended.

“Trademarks”: (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 6, and (ii) the right to obtain all renewals thereof.

“Trademark License”: any agreement, whether written or oral, providing for (i) the grant by any Grantor of any right to use any Trademark and (ii) the grant to any Grantor of any right to use any Trademark (to the extent such agreement permits the Grantor to grant a security interest in its rights thereunder), including, without limitation, any of the foregoing referred to in Schedule 6.

1.2 Other Definitional Provisions. (a) The other definitional and interpretive provisions of Section 1.2 and 1.3 of the Credit Agreement are incorporated herein by reference, mutatis mutandis.

(b) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

SECTION 2. GUARANTEE

2.1 Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their Affiliates and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Loan Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Primary Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor).

(b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder (other than any Borrower with respect to its Primary Obligations) and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2).

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(c) Each Guarantor agrees that the Primary Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder.

(d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Primary Obligations (other than contingent indemnity obligations not due and payable) and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Loan Parties may be free from any Primary Obligations.

(e) No payment made by any Borrower, any other Loan Party with Primary Obligations, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from any Borrower, any other Loan Party with Primary Obligations, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Primary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Primary Obligations or any payment received or collected from such Guarantor in respect of the Primary Obligations), remain liable for the Primary Obligations up to the maximum liability of such Guarantor hereunder until the Primary Obligations are paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), no Letter of Credit shall be outstanding and the Commitments are terminated.

(f) Each Grantor hereby unconditionally guarantees to the Administrative Agent, for the ratable benefit of the Lenders (and their Affiliates) and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by Subsidiaries of such Grantor of their Cash Management Obligations, including (for the avoidance of doubt) any obligations of such Subsidiaries to a Lender (or its Affiliate) under any Cash Pooling Agreement to which such Lender (or its Affiliate) is a party, and the obligations and liabilities of Subsidiaries of such Grantor under the Lender Hedge Agreements (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor). For the avoidance of doubt, the guarantee provided in this clause (f) is secured by the Collateral and, so long as the applicable Cash Management Obligation was permitted to be entered into or designated as a Cash Management Obligation under the Credit Agreement at the time such obligation was entered into or so designated, the guarantee provided in this clause (f) shall continue to be secured by the Collateral even though a limitation under the Credit Agreement may be exceeded solely as a result of a change in the currency exchange rates from the currency exchange rates applicable at the time such Cash Management Obligation was entered into or designated.

2.2 Right of Contribution. Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive

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contribution from and against any other Subsidiary Guarantor hereunder which has not paid its proportionate share of such payment. Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent and the Lenders, and each Subsidiary Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

2.3 No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against any Borrower, any other Loan Party with Primary Obligations, or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Primary Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower, any other Loan Party with Primary Obligations, or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Loan Parties on account of the Primary Obligations are paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Primary Obligations shall not have been paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Primary Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

2.4 Amendments, etc. with respect to the Primary Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Primary Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender and any of the Primary Obligations continued, and the Primary Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Primary Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Primary Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

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2.5 Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Primary Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Primary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Loan Party with Primary Obligations, or any of the Guarantors with respect to the Primary Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Primary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower, any other Loan Party or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrower, any other Loan Party with Primary Obligations or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Loan Parties for the Primary Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any other Person or against any collateral security or guarantee for the Primary Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

2.6 Reinstatement. The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any

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of the Primary Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower, any other Loan Party with Primary Obligations or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower, any other Loan Party with Primary Obligations or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

2.7 Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in the applicable currency and at the relevant funding office as set forth in Section 2.19(e) of the Credit Agreement.

2.8 Keepwell. Each Qualified Keepwell Provider hereby jointly and severally absolutely, unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Agreement in respect of any Swap Obligation (provided, however, that each Qualified Keepwell Provider shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8, or otherwise under this guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified Keepwell Provider under this Section 2.8 shall remain in full force and effect until such time as the Loans, the Reimbursement Obligations and the other Obligations (other than Obligations in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding. Each Qualified Keepwell Provider intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

SECTION 3. GRANT OF SECURITY INTEREST

Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders and their Affiliates, a security interest in, all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations:

(a) all Accounts;

(b) all Chattel Paper;

(c) all Deposit Accounts;

(d) all Documents;

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(e) all Equipment;

(f) all Fixtures;

(g) all General Intangibles;

(h) all Instruments;

(i) all Intellectual Property;

(j) all Inventory;

(k) all Investment Property;

(l) all Letter of Credit Rights;

(m) all Commercial Tort Claims in an amount in excess of $3,000,000 in which any Grantor has rights, as set forth on Schedule 7;

(n) all other property not otherwise described above;

(o) all books and records pertaining to the Collateral; and

(p) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing.

For the avoidance of doubt, the term “Collateral” shall not include, and the grant of a security interest as provided hereunder shall not extend to (I) (x) accounts receivable and related assets transferred or purportedly transferred pursuant to, and in accordance with, a Permitted Receivables Financing (it being understood that each account receivable and related asset of a Grantor that is not transferred or purported to have been transferred pursuant to a Permitted Receivables Financing shall constitute “Collateral” hereunder) and (y) any Deposit Account that is used to hold collections on any of such accounts receivable and related assets described in the foregoing clause (x) or (II) any Company Stock.

Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security interest granted under this Section 3 attach to:

(a) any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract, property right or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided that (A) the

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Collateral shall include (and such security interest shall attach immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to) any portion of such lease, license, contract or agreement not subject to the prohibitions specified in clause (i) or (ii) above; and (B) the exclusions referred to in clause (a) of this paragraph shall not include any Proceeds of any such lease, license, contract or agreement;

(b) any Trademark application filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to- use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with and accepted by the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C. 1051, et seq.), to the extent that granting a security interest or other lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of or void such Trademark application; or

(c) any Foreign Subsidiary Voting Stock or voting Capital Stock of any CFC Holding Company in each case that is excluded from the definition of “Pledged Stock”.

SECTION 4. REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make or maintain their respective extensions of credit to the Borrowers thereunder, each Grantor hereby represents and warrants to the Administrative Agent and each Lender that:

4.1 Title; No Other Liens. Except (a) for the security interest granted to the Administrative Agent for the ratable benefit of the Lenders pursuant to this Agreement, (b) for the other Liens permitted to exist on the Collateral by the Credit Agreement, and (c) those items set forth on Schedule 6, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent, for the ratable benefit of the Lenders, pursuant to this Agreement or as are permitted by the Credit Agreement.

4.2 Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and, when required, duly executed form unless otherwise referred to in such Schedule) will constitute valid perfected security interests in all of the Collateral (to the extent a perfected security interest is required pursuant to this Agreement and except as otherwise stated on Schedule 3) in favor of the Administrative Agent, for the ratable benefit of the Lenders, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, except as otherwise provided on Schedule 3, and (b) are prior to all other Liens on the Collateral in existence on the date hereof except as are permitted by the Credit Agreement and except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law.

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4.3 Jurisdiction of Organization. On the Restatement Date, such Grantor’s jurisdiction of organization, identification number from such jurisdiction of organization (if any) and the location of such Grantor’s chief executive office or sole place of business are specified on Schedule 4.

4.4 Inventory and Equipment. On the Restatement Date, the Inventory and the Equipment (other than mobile goods), in each case having an aggregate value in excess of $10,000,000, are kept at the locations listed on Schedule 5.

4.5 Farm Products. None of the Collateral constitutes, or is the Proceeds of, Farm Products.

4.6 Investment Property. (a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 65% of the outstanding Foreign Subsidiary Voting Stock of each relevant Issuer owned directly by such Grantor.

(b) All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable.

(c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement.

(e) Notwithstanding anything to the contrary herein, in the Credit Agreement or in any Loan Document, the Grantors shall use commercially reasonable efforts to deliver (i) within 90 days (or such longer time as the Administrative Agent may agree in its reasonable discretion) after the Restatement Date, a pledge agreement (or amendment to the existing pledge agreement) governed by the laws of Brazil covering such additional shares of Foreign Subsidiary Voting Stock of Tenneco Brazil Ltda. to the extent required by the Loan Documents, together with such other documents or filings as may be required under the laws of Brazil in connection with such pledge; (ii) within 180 days (or such longer time as the Administrative Agent may agree in its reasonable discretion) after the Restatement Date, a pledge agreement (or amendment to the existing pledge agreement) governed by the laws of the People’s Republic of China

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covering up to 65% of the Foreign Subsidiary Voting Stock of Tenneco (China) Co., Ltd. held by Tenneco Automotive Operating Company Inc. to address the increase in issued capital of Tenneco (China) Co., Ltd. subsequent to the effectiveness of the existing pledge that is in effect on the Closing Date, together with such other documents or filings as may be required under the laws of the People’s Republic of China in connection with such pledge, it being understood and agreed that the failure of the Grantors to deliver such pledge agreement or other documents as a result of the inability of the Grantors to secure any necessary governmental approvals from the People’s Republic of China after commercially reasonable efforts were made to secure such consent shall not constitute a Default or Event of Default under the Credit Agreement; and (iii) within 90 days (or such longer time as the Administrative Agent may agree in its reasonable discretion) after the Restatement Date, a pledge agreement (or amendment to the existing pledge agreement) governed by the laws of Spain and/or such registrations that may be required under the laws of Spain covering such additional shares of Foreign Subsidiary Voting Stock of Tenneco Automotive Iberica, S.A to the extent required by the Loan Documents, together with such other documents or filings as may be required under the laws of Spain in connection with such pledge.

4.7 Receivables. (a) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent, except for any of the foregoing to the extent (a) subject to and included in a Permitted Receivables Financing or (b) in an electronic or other intangible form.

(b) None of the obligors on any Receivables is a Governmental Authority.

4.8 Intellectual Property. (a) Schedule 6 lists all registered, and all material unregistered, Intellectual Property owned by such Grantor in its own name on the Restatement Date and all applications to register any such Intellectual Property, and all licenses under which such Grantor is an exclusive licensee of registered or applied for Intellectual Property.

(b) On the Restatement Date, all material Intellectual Property is valid, subsisting, unexpired, enforceable and has not been abandoned, and such Intellectual Property does not infringe the intellectual property rights of any other Person in any material respect.

(c) Except as set forth in Schedule 6, on the Restatement Date, none of the material Intellectual Property is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor.

(d) No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of, or such Grantor’s rights in, any Intellectual Property in any respect that would reasonably be expected to have a Material Adverse Effect.

(e) No action or proceeding is pending, or, to the knowledge of such Grantor, threatened, on the date hereof (i) seeking to limit, cancel or question the validity of any Intellectual Property or such Grantor’s ownership interest therein, and (ii) which, if adversely determined, would have a Material Adverse Effect on the value of any material Intellectual Property.

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SECTION 5. COVENANTS

Each Grantor covenants and agrees with the Administrative Agent and the Lenders that, from and after the date of this Agreement until the Obligations shall have been paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), no Letter of Credit shall be outstanding and the Commitments shall have terminated:

5.1 Delivery of Instruments, Certificated Securities and Chattel Paper. If any amount payable under or in connection with any of the Collateral in excess of $3,000,000 shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, such Grantor shall promptly notify the Administrative Agent in writing and such Instrument, Certificated Security or Chattel Paper shall, at the request of the Administrative Agent, be promptly delivered to the Administrative Agent, duly indorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement, except to the extent any of the foregoing is (a) subject to and included in a Permitted Receivables Financing or (b) in an electronic or other intangible form.

5.2 Maintenance of Insurance. (a) Such Grantor will maintain insurance policies insuring its Inventory and Equipment in accordance with Section 6.5 of the Credit Agreement.

(b) All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 5 days after receipt by the Administrative Agent of written notice thereof, (ii) name the Administrative Agent as insured party or additional loss payee as its interests may appear and (iii) be reasonably satisfactory in all other respects to the Administrative Agent. The Company agrees to promptly provide notice to the Administrative Agent of any cancellation, material reduction in amount or material change in coverage in any insurance policy and shall promptly pay any premiums due with respect to any policies in effect from time to time.

(c) The Company shall deliver to the Administrative Agent and the Lenders a report of a reputable insurance broker with respect to such insurance substantially concurrently with each delivery of the Company’s audited annual financial statements and such supplemental reports with respect thereto as the Administrative Agent may from time to time reasonably request.

5.3 Payment of Obligations. Such Grantor will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of income or profits therefrom, as well as all claims of any kind (including, without limitation, claims for labor, materials and supplies) against or with respect to the Collateral, except that no such tax, assessment, charge or levy need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP

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with respect thereto have been provided on the books of such Grantor and such proceedings would not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein.

5.4 Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 (and as otherwise reasonably requested by the Administrative Agent) and shall defend such security interest against the claims and demands of all Persons whomsoever.

(b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor constituting Collateral and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail.

(c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter of Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

5.5 Changes in Jurisdiction of Organization, Locations, Name, etc. Such Grantor will not, except upon 15 days’ prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements and other documents (executed where required) reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein:

(i) change its jurisdiction of organization or, if such Grantor does not have a jurisdiction of organization for purposes of the New York UCC, the location of its chief executive office or sole place of business from that referred to in Section 4.3; or

(ii) change its name.

5.6 Notices. Such Grantor will advise the Administrative Agent and the Lenders promptly after such Grantor obtains knowledge thereof, in reasonable detail, of the following:

(a) any Lien (other than security interests created hereby or Liens permitted under the Credit Agreement) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder; and

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(b) the occurrence of any other event which would reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereby.

5.7 Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Pledged Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall, to the extent such certificate, option or right constitutes Pledged Stock, accept the same as the agent of the Administrative Agent and the Lenders, hold the same in trust for the Administrative Agent and the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. In each case, except to the extent the Credit Agreement permits the applicable Grantor to retain such sums of money or property, (i) any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and (ii) if any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor, as additional collateral security for the Obligations.

(b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer (except pursuant to a transaction permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.

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(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.7(a) with respect to the Pledged Stock or other Investment Property (as applicable) issued by it and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 with respect to the Investment Property issued by it.

5.8 Receivables. (a) Other than in the ordinary course of business consistent with its past practice, such Grantor will not (i) grant any extension of the time of payment of any Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable in any manner that could adversely affect the value thereof.

(b) Such Grantor will deliver to the Administrative Agent a copy of each material demand, notice or document received by it that questions or calls into doubt the validity or enforceability of more than 5% of the aggregate amount of the then outstanding Receivables.

5.9 Intellectual Property. (a) Such Grantor (either itself or through licensees) will (i) continue to use each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (iv) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark (to the extent a security interest in such mark may be perfected by filing under the applicable Uniform Commercial Code, or similar law in a foreign jurisdiction, or with the United States Patent and Trademark Office, or corresponding foreign office, and to the extent requested following a notice delivered by such Grantor pursuant to clause (f) below) pursuant to this Agreement, and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way.

(b) Such Grantor (either itself or through licensees) will not do any act, or omit to do any act, whereby any material Patent may become forfeited, abandoned or dedicated to the public.

(c) Such Grantor (either itself or through licensees) (i) will employ each material Copyright and (ii) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of the Copyrights may become invalidated or otherwise impaired. Such Grantor will not (either itself or through licensees) do any act whereby any material portion of the Copyrights may fall into the public domain.

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(d) Such Grantor (either itself or through licensees) will not do any act that knowingly uses any material Intellectual Property to infringe the intellectual property rights of any other Person.

(e) Such Grantor will notify the Administrative Agent and the Lenders promptly if it knows, or has reason to know, that any application or registration relating to any material Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of, or the validity of, any material Intellectual Property subject to such an application or registration or such Grantor’s right to register the same or to own and maintain the same.

(f) Whenever such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Administrative Agent concurrently with the delivery of the compliance certificate required to be delivered pursuant to Section 6.2(b) of the Credit Agreement for the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Lenders’ security interest in any Copyright, Patent or Trademark and the goodwill (if applicable) and general intangibles of such Grantor relating thereto or represented thereby.

(g) Such Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the material registered Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.

(h) In the event that any material Intellectual Property is infringed, misappropriated or diluted by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, promptly notify the Administrative Agent after it learns thereof and sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution.

5.10 Jurisdiction of Organization. At the Administrative Agent’s request, each Grantor will provide its jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of such Grantor’s chief executive office or sole place of

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business. In addition, the Administrative Agent may request, and such Grantor shall provide, a certified charter, certificate of incorporation, or other organizational document and long form good standing certificate from each Grantor.

5.11 Commercial Tort Claims. Such Grantor will advise the Administrative Agent of such Grantor’s interest in any Commercial Tort Claim in an amount in excess of $3,000,000 in which such Grantor believes it has rights, and such Grantor shall, at the request of the Administrative Agent, promptly provide the Administrative Agent with an updated Schedule 7 describing such Commercial Tort Claim or such information with respect thereto as the Administrative Agent may reasonably request in order to attach and perfect a security interest therein in accordance with applicable law.

SECTION 6. REMEDIAL PROVISIONS

6.1 Certain Matters Relating to Receivables. (a) The Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications after the occurrence and during the continuance of an Event of Default. At any time and from time to time, upon the Administrative Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables.

(b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(c) At the Administrative Agent’s request during the existence of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

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6.2 Communications with Obligors; Grantors Remain Liable. (a) The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default communicate with obligors under the Receivables and parties to any material contract of any Grantor to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Receivables or any material contract of any Grantor.

(b) Upon the request of the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Receivables and parties to any material contract of any Grantor that the Receivables and such contracts have been assigned to the Administrative Agent for the ratable benefit of the Lenders and that payments in respect thereof shall be made directly to the Administrative Agent.

(c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables and material contracts of any Grantor to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Administrative Agent nor any Lender shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) or any contract of any Grantor by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any Lender of any payment relating thereto, nor shall the Administrative Agent or any Lender be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto) or any contract of any Grantor, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

6.3 Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, that no vote shall be cast or corporate or other organizational right exercised or other action taken which would reasonably be expected to impair the Collateral in any material respect or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.

(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Investment Property shall be registered in the name of the Administrative Agent or its nominee,

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and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Administrative Agent.

6.4 Proceeds to be Turned Over To Administrative Agent. In addition to the rights of the Administrative Agent and the Lenders specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor in respect of Collateral consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if required). All Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Administrative Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent and the Lenders) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 6.5.

6.5 Application of Proceeds. At such intervals as may be agreed upon by the Company and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent may apply all or any part of Proceeds held in any Collateral Account in payment of the Obligations in the following order:

First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents;

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Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders;

Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and

Fourth, any balance remaining after the Obligations shall have been paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Company or to whomsoever may be lawfully entitled to receive the same.

6.6 Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold (including by credit bidding), free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any

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Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

6.7 Registration Rights. (a)(1) If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 6.6, and if in the opinion of the Administrative Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the relevant Grantor will cause the Issuer thereof to (i) execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the SEC applicable thereto. Each Grantor agrees to cause such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

(b) Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.

(c) Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable Requirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent and the Lenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this

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Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

6.8 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the reasonable fees and disbursements of any attorneys employed by the Administrative Agent or any Lender to collect such deficiency.

SECTION 7. THE ADMINISTRATIVE AGENT

7.1 Administrative Agent’s Appointment as Attorney-in-Fact, etc. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:

(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or any material contract of any Grantor or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Receivable or any material contract of any Grantor or with respect to any other Collateral whenever payable;

(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Lenders’ security interest in such Intellectual Property and the goodwill (if applicable) and general intangibles of such Grantor relating thereto or represented thereby;

(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;

(iv) execute, in connection with any sale provided for in Section 6.6 or 6.7, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

26

(v) (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3)(i) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and do, at the Administrative Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s and the Lenders’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Anything in this Section 7.1(a) to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1(a) (other than pursuant to clause (ii) thereof) unless an Event of Default shall have occurred and be continuing.

(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due ABR Loans under the Credit Agreement, from the date of demand by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand.

(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

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7.2 Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

7.3 Financing Statements. Pursuant to any applicable law, each Grantor authorizes the Administrative Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Administrative Agent determines appropriate to perfect the security interests of the Administrative Agent under this Agreement. Each Grantor authorizes the Administrative Agent to use the collateral description “all personal property” in any such financing statements. Each Grantor hereby ratifies and authorizes the filing by the Administrative Agent of any financing statement with respect to the Collateral made prior to the Restatement Date. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

7.4 Authority of Administrative Agent. Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

SECTION 8. MISCELLANEOUS

8.1 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with subsection 10.1 of the Credit Agreement.

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8.2 Notices. All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in subsection 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1.

8.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the Administrative Agent nor any Lender shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such Lender would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

8.4 Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent.

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

(c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrowers would be required to do so pursuant to subsection 10.5 of the Credit Agreement.

(d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

8.5 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Administrative Agent and the Lenders and their successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent.

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8.6 Set-Off. Each Grantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default pursuant to subsection 8(a) of the Credit Agreement shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Grantor, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative Agent or such Lender to or for the credit or the account of such Grantor, or any part thereof in such amounts as the Administrative Agent or such Lender may elect, against and on account of the obligations and liabilities of such Grantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Grantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or any Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent and each Lender shall notify such Grantor promptly of any such set-off and the application made by the Administrative Agent or such Lender of the proceeds thereof, provided that (a) the failure to give such notice shall not affect the validity of such set-off and application and (b) to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligations,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. The rights of the Administrative Agent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

8.7 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

8.8 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.9 Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

8.10 Integration. This Agreement and the other Loan Documents represent the agreement of the Grantors, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents.

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8.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

8.12 Submission To Jurisdiction; Waivers. Each Grantor hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof; provided, that nothing contained herein or in any other Loan Document will prevent any Lender or the Administrative Agent from bringing any action to enforce any award or judgment or exercise any right under the Security Documents or against any Collateral or any other property of any Loan Party in any other forum in which jurisdiction can be established;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 8.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

8.13 Acknowledgements. Each Grantor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

(b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

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(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Grantors and the Lenders.

8.14 Additional Grantors. Each Domestic Subsidiary of the Company that is required to become a party to this Agreement pursuant to Section 6.9 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Domestic Subsidiary of an Assumption Agreement in the form of Annex 1 hereto. For the avoidance of doubt, only Domestic Loan Parties shall be parties to this Agreement (unless the Administrative Agent and the Company otherwise agree, in which case this Agreement shall be amended in accordance with Sections 2.29(d) and Section 10.1(b)(iii) of the Credit Agreement to reflect such terms and limitations with respect to any Foreign Loan Parties (subject to applicable legal, tax, accounting, regulatory and other similar considerations) as the Administrative Agent and the Company shall reasonably agree).

8.15 Releases. (a) At such time as the Loans, the Reimbursement Obligations and the other Obligations shall have been paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), the Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral held by the Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

(b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, the Liens created hereby shall automatically terminate and be released with respect to such Collateral, without the delivery of any instrument or performance of any act by any Person being necessary to give effect thereto. Upon the consummation of any such sale, transfer or other disposal of Collateral, the Administrative Agent shall deliver to the Grantors all such Collateral held by the Administrative Agent hereunder and, at the reasonable request and sole expense of such Grantor, execute and deliver to such Grantor releases or other documents desirable to evidence such termination or release. Any Lien (as defined in the Existing Guarantee and Collateral Agreement) created in favor of any secured party under the Existing Guarantee and Collateral Agreement against any Collateral that was sold, transferred or otherwise disposed of, or purportedly sold, transferred or otherwise disposed of, by any Grantor prior to the date hereof in a transaction permitted under the Existing Credit Agreement, is hereby terminated and released with respect such Collateral effective as of the date of such sale, transfer or other disposition or purported sale, transfer or other disposition. At the request and sole expense of the Company, a Subsidiary Guarantor shall

32

be released from its obligations hereunder in the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement or such Subsidiary is no longer required by the Loan Documents to be (and the Company notifies the Administrative Agent that such Subsidiary shall no longer be) a Subsidiary Guarantor; provided that the Company shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Company stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

8.16 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

8.17 Amendment and Restatement. (a) This Agreement amends and restates the Existing Guarantee and Collateral Agreement. All terms, conditions, agreements, covenants and representations and warranties contained in the Existing Guarantee and Collateral Agreement remain in full force and effect, except as expressly amended herein. Nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of any Loan Party for the Primary Obligations or of any other Grantor for the Guarantor Obligations incurred before the Restatement Date and the security interests, Liens and other interests in the Collateral granted, pledged and or assigned by the Grantors to the Administrative Agent pursuant to the Existing Guarantee and Collateral Agreement.

(b) The amendment and restatement herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of the obligations, liabilities and indebtedness of the Grantors evidenced by or arising under the Existing Guarantee and Collateral Agreement and the other Loan Documents, and the Lien and security interests securing such obligations, liabilities and indebtedness, which shall continue in full force and effect and shall not in any manner be impaired, limited, terminated, waived or released.

(c) Notwithstanding anything to the contrary herein or in any other Loan Document, any term, condition, agreement, covenant or representation or warranty amended by this Agreement shall be deemed to have been so amended for all periods prior to the Restatement Date (regardless of whether such amendment by its terms purports to apply as of a certain date), and during all such periods no Grantor shall have been required, or be liable for any failure, to comply with any such provision except as amended by this Agreement.

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IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered, and amended and restated as set forth herein.

TENNECO INC.
By:
	Name:
	Title:

TENNECO AUTOMOTIVE OPERATING COMPANY INC.

By:
	Name:
	Title:

TENNECO INTERNATIONAL HOLDING CORP.

By:
	Name:
	Title:

TENNECO GLOBAL HOLDINGS INC.
By:
	Name:
	Title:

THE PULLMAN COMPANY
By:
	Name:
	Title:

TMC TEXAS INC.
By:
	Name:
	Title:

CLEVITE INDUSTRIES INC.

By:
	Name:
	Title:

Acknowledged and Agreed as of the date hereof:

JPMORGAN CHASE BANK, N.A.
as Administrative Agent

By:
	Name:
	Title:

Schedule 1

NOTICE ADDRESSES OF GUARANTORS

Schedule 2

DESCRIPTION OF INVESTMENT PROPERTY

Pledged Stock:

Issuer Class of Stock Stock Certificate No. No. of Shares

Pledged Notes:

Issuer Payee Principal Amount

Schedule 3

FILINGS AND OTHER ACTIONS

REQUIRED TO PERFECT SECURITY INTERESTS

Uniform Commercial Code Filings

[List each office where a financing statement is to be filed]*

Patent and Trademark Filings

[List all filings]

Actions with respect to Pledged Stock**

Other Actions

[Describe other actions to be taken]

* Note that perfection of security interests in patents and trademarks requires filings under the UCC in the jurisdictions where filings would be made for general intangibles, as well as filings in the U.S Copyright Office and the U.S. Patent & Trademark Office.

** If the interest of a Grantor in Pledged Stock appears on the books of a financial intermediary, a control agreement as described in Section 8-106 of the New York UCC will be required.

Schedule 4

LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE

Grantor Location

Schedule 5

LOCATION OF INVENTORY AND EQUIPMENT

Grantor Location

Schedule 6

COPYRIGHTS AND COPYRIGHT LICENSES

PATENTS AND PATENT LICENSES

TRADEMARKS AND TRADEMARK LICENSES

Schedule 7

COMMERCIAL TORT CLAIMS

ACKNOWLEDGEMENT AND CONSENT

The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement dated as of May 12, 2017 (the “Agreement”), made by the Grantors parties thereto for the benefit of JPMorgan Chase Bank, N.A., as Administrative Agent. The undersigned agrees for the benefit of the Administrative Agent and the Lenders as follows:

1. The undersigned will be bound by the terms of the Agreement and will comply with such terms insofar as such terms are applicable to the undersigned.

2. The undersigned will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.7(a) of the Agreement.

3. The terms of Sections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 of the Agreement.

[NAME OF ISSUER]

By:
	Name:
	Title:

Address for Notices:

Fax:

Annex 1 to

Guarantee and Collateral Agreement

ASSUMPTION AGREEMENT, dated as of              , 201  , made by                     , a                      corporation (the “Additional Grantor”), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.

W I T N E S S E T H :

WHEREAS, Tenneco Inc. (the “Company”), Tenneco Automotive Operating Company Inc., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders, Citibank, N.A., Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, N.A., as documentation agents, Bank of America, N.A. and Barclays Bank PLC, as syndication agent, and the Administrative Agent have entered into the Credit Agreement, initially dated as of September 30, 1999, as amended, and as amended and restated pursuant to the Fifth Amended and Restated Credit Agreement dated as of May 12, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, in connection with the Credit Agreement, the Company and certain of its Affiliates (other than the Additional Grantor) have entered into the Guarantee and Collateral Agreement, dated as of November 4, 1999 (as amended and restated as of May 12, 2017 and as further amended, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”) in favor of the Administrative Agent for the benefit of the Lenders;

WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; and

WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement;

NOW, THEREFORE, IT IS AGREED:

1. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Guarantee and Collateral Agreement.

The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

2. Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

[ADDITIONAL GRANTOR]

By:
	Name:
	Title:

Annex 1-A to

Assumption Agreement

Supplement to Schedule 1

Supplement to Schedule 2

Supplement to Schedule 3

Supplement to Schedule 4

Supplement to Schedule 5

Supplement to Schedule 6

Supplement to Schedule 7

EXHIBIT B

TO THE CREDIT AGREEMENT

FORM OF

COMPLIANCE CERTIFICATE

[For the Fiscal Quarter ending         ]

[For the Fiscal Year ending         ]

Pursuant to Section 6.2(b) of the Fifth Amended and Restated Credit Agreement, dated as of May 12, 2017 (amending and restating the Credit Agreement dated as of September 30, 1999, as amended and restated on December 12, 2003, March 16, 2007, March 22, 2012 and December 8, 2014, as further amended, the “Credit Agreement”; terms defined therein being used herein as therein defined unless otherwise defined), among TENNECO INC. (the “Company”), TENNECO AUTOMOTIVE OPERATING COMPANY INC., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the lenders parties thereto (the “Lenders”), the Syndication Agents and the Documentation Agents parties thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, the undersigned, duly elected, qualified and acting Responsible Officer of the Company hereby certifies that, to the best of such Responsible Officer’s knowledge:

The Company and each other Loan Party has, during the period or periods referred to above, observed or performed all of its covenants and other agreements, and satisfied every condition, contained in the Credit Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it on or before the date hereof, and as of the date hereof such Responsible Officer has obtained no knowledge of any Default or Event of Default except as follows:                     .

The financial statements referred to in Section 6.1 of the Credit Agreement which have been delivered concurrently with the delivery of this Compliance Certificate fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the date of such financial statements, and the consolidated results of their operations and their consolidated cash flows for the fiscal quarter then ended (subject to normal year-end audit adjustments in the case of quarterly financial statements). Such financial statements have been prepared in accordance with GAAP applied consistently throughout the period involved and with prior periods (except as approved by a Responsible Officer and disclosed therein).

The covenants as listed and calculated below are based on the financial statements referred to in Section 6.1 of the Credit Agreement which are delivered concurrently with the delivery of this Compliance Certificate.

	1.	Consolidated Net Leverage Ratio1 (Section 7.1(a))
		The ratio of
		(i)	The result of (x) Consolidated Total Debt plus (to the extent not included in Consolidated Total Debt) the Domestic Receivables Program Amount [add in any amounts under European receivables program that are recharacterized as debt.] on such day less (y) the aggregate amount of unrestricted cash and cash equivalents of the Company and its Subsidiaries (such amount of unrestricted cash and cash equivalents not to exceed $250,000,000) as of such day	$
		to
		(ii)	Consolidated EBITDA for the period of four consecutive fiscal quarters	$
		Ratio:
(must not be greater than 3.50 to 1.00)
	2.	Consolidated Interest Coverage Ratio (Section 7.1(b))
		The ratio of
		(i)	Consolidated EBITDA for the period of four consecutive fiscal quarters	$
		to
		(ii)	Consolidated Interest Expense for such period	$
		Ratio:
(must not be less than 2.75 to 1.00)
	3.	Limitation on Indebtedness (Section 7.2)
(a) Aggregate amount of Guarantee Obligations incurred in the ordinary course of business by the Company and its Subsidiaries of obligations of any Subsidiary not otherwise permitted under the Credit Agreement in an aggregate amount not to exceed $175,000,000				$

¹  See Schedule 1 for calculations.

(b) Aggregate amount of Indebtedness of the Company and its Subsidiaries, including Capital Lease Obligations, permitted by Section 7.2(e) of the Credit Agreement, in an amount not to exceed $75,000,000			$
(c) Aggregate amount of additional Indebtedness of the Company or any of its Subsidiaries in an aggregate principal amount (for all incurrences pursuant to this provision) when incurred not to exceed the greater of (x) $300,000,000 and (y) 5.0% of Consolidated Total Assets as of the last day of the fiscal quarter immediately preceding the date of incurrence for which financial statements are available			$
(d) Aggregate amount of additional unsecured Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed local currency equivalent of €225,000,000 at any time			$
	4.	Limitation on Liens (Section 7.3)
(a) Aggregate amount of Liens consisting of judgment or judicial attachment Liens and Liens securing contingent obligations on appeal and other bonds in connection with court proceedings or judgments not to exceed $75,000,000 at any time outstanding			$
(b) Aggregate amount of additional Liens with (i) an aggregate outstanding principal amount or (ii) an aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto not to exceed (as to all liens incurred pursuant to this provision) at the time such Lien is incurred the greater of (x) $150,000,000 and (y) 3.50% of Consolidated Total Assets as of the last day of the fiscal quarter immediately preceding the date of incurrence for which financial statements are available			$
(c) Aggregate amount of Liens on cash collateral securing obligations to issuing banks in respect of banker’s acceptances issued through joint ventures of the Company and its Subsidiaries in the People’s Republic of China not to exceed $50,000,000			$

	5.	Dispositions of Property (Section 7.5)
(a) Dispositions pursuant to Section 7.5(h) of the Credit Agreement so long as the fair market value of such disposed property does not exceed $        (i.e., 30% of Consolidated Total Assets of the Company on the Closing Date ($        ) plus the proceeds of any Reinvestment Deferred Amount reinvested in the business of the Company and its Subsidiaries after the Closing Date ($        ); provided that Dispositions under this provision, the proceeds of which are reinvested in Subsidiaries that are not Subsidiary Guarantors, shall not exceed property having an aggregate fair market value in excess of 30% of the Consolidated Total Assets of the Company as determined on the Closing Date)			$
	6.	Restricted Payments (Section 7.6)
(a) Aggregate amount of purchases by the Company of the Company’s common stock or common stock options from present or former officers or employees of the Company pursuant to Section 7.6(b) not to exceed $1,000,000			$
(b) Restricted Payments made pursuant to Section 7.6(c) of the Credit Agreement, if the pro forma Consolidated Leverage Ratio would be less than 2.25 to 1.0 (as calculated on the last day of the most recent fiscal quarter for which financial statements are available)			$
(c) Restricted Payments made pursuant to Section 7.6(d) of the Credit Agreement so long as the aggregate amount of payments made after the Closing Date does not exceed $150,000,000 in any fiscal year, and, if the pro forma Consolidated Leverage Ratio would be less than 2.5 to 1.0, so long as the aggregate amount of payments made after the Closing Date does not exceed $200,000,000 plus 50% of Consolidated Net Income accruing from the Closing Date minus the amount of any Investments made pursuant to Section 7.8(l)			$
	7.	Investments (Section 7.8)
(a) Aggregate amount of loans and advances to employees of the Company or any of its Subsidiaries as described in Section 7.8(d) of the Credit Agreement (not to exceed $10,000,000 at any one time outstanding)			$
(b) Aggregate amount of investments in Joint Ventures as described in Section 7.8(g) of the Credit Agreement (not to exceed in any fiscal year the greater of (x) $125,000,000 and (y) 3.0% of Consolidated Total Assets as of the last day of the immediately preceding fiscal year, plus any amount carried over from previous fiscal years in accordance with Section 7.8(g))			$

(c) Investments if the pro forma Consolidated Leverage Ratio would be less than 2.25 to 1.0 (as calculated on the last day of the most recent fiscal quarter for which financial statements are available)			$
(d) Investments if the pro forma Consolidated Leverage Ratio would be less than 2.5 to 1.0, in an aggregate amount after the Closing Date not to exceed the sum of $200,000,000 plus 50% of Consolidated Net Income accruing from the Closing Date minus the amount of any Restricted Payments made pursuant to Section 7.6(d)			$
(e) Aggregate amount of other Investments not otherwise permitted by Section 7.8 of the Credit Agreement so long as the aggregate amount expended in connection therewith (valued at cost) does not exceed the greater of (x) $150,000,000 and (y) 3.5% of Consolidated Total Assets as of the last day of the fiscal quarter immediately preceding the date of Investment for which financial statements are available			$
	8.	Miscellaneous
(a) Aggregate amount of Supplemental Cash Management Obligations shall not exceed $225,000,000			$

IN WITNESS WHEREOF, I have hereto set my name in my capacity as an officer of the Company.

Dated:

By:
Name:
Title:	[Responsible Officer of the Company]

Schedule 1 to

Compliance Certificate

Calculations

Consolidated Total Debt: for the Company and its Subsidiaries as of any date, without duplication, shall be: the sum of (a) all indebtedness for borrowed money,	$
(b) all obligations for the deferred purchase price of property or services (other than any such obligations incurred in the ordinary course of business maturing less than one year from the creation thereof),	$
(c) all obligations evidenced by notes, bonds, debentures or other similar instruments (other than an operating lease, synthetic lease or similar arrangement),	$
(d) all unpaid reimbursement obligations in respect of drawings under letters of credit,	$
(e) all obligations of the kind referred to in clauses (a) through (d) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by any such Person, whether or not such Person has assumed or become liable for the payment of such obligation.	$
minus any New Indebtedness incurred to refinance Existing Indebtedness to the extent (i) such Existing Indebtedness shall still be outstanding as of the calculation date and shall have been counted for purposes of calculating the Consolidated Net Leverage Ratio, (ii) the Company shall have begun a tender offer or solicitation to purchase such Existing Indebtedness or shall have irrevocably called such Existing Indebtedness for payment and (iii) proceeds of such New Indebtedness are used to repay the Existing Indebtedness within sixty (60) days after the incurrence thereof.	$
CONSOLIDATED TOTAL DEBT	$
Consolidated EBITDA: for any period with respect to the Company and its Subsidiaries:
Consolidated Net Income for such period	$
plus the sum of (without duplication and to the extent reflected as a charge in the statement of Consolidated Net Income for such period)
(a) total income tax expense,	$
(b) Consolidated Interest Expense, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees, charges and expenses associated with Indebtedness,	$
(c) depreciation and amortization expense,	$
(d) amortization of intangibles and organization costs,	$
(e) any extraordinary, unusual or non-recurring non-cash expenses or losses,	$

(f) all premiums and interest rate hedge termination costs in connection with any purchase or redemption of the Unsecured Notes, and	$
(g) other non-cash charges	$
The sum of (a) through (g)	$
minus the sum of (without duplication and to the extent included in the statement of Consolidated Net Income for such period) (a) interest income	$
(b) any extraordinary, unusual or non-recurring non-cash income or gains, and	$
(c) other noncash income, all as determined on a consolidated basis in accordance with GAAP.	$
The sum of (a) through (c)	$
plus the sum of (without duplication)
(i) cash restructuring charges and related expenses associated with restructurings undertaken by the Company and/or its Subsidiaries in the United States and/or internationally included in the calculation of Consolidated Net Income in the third and fourth fiscal quarters of 2016 in a maximum aggregate amount not to exceed $17,000,000,	$
(ii) cash restructuring charges and related expenses associated with or arising out of restructurings undertaken by the Company and/or its Subsidiaries included in the calculation of Consolidated Net Income for such fiscal quarter, to the extent designated by the Company in its sole discretion; provided that the maximum aggregate amount of all such cash restructuring charges and related expenses announced and taken in any fiscal year shall not exceed (x) with respect to the fiscal year ending December 31, 2017, $35,000,000 and (y) with respect to each fiscal year ending thereafter, $25,000,000; provided further that any such amount pursuant to the foregoing proviso that is not utilized to increase Consolidated EBITDA in the fiscal year for which it is permitted may be carried over to increase Consolidated EBITDA in the next succeeding fiscal year only, and	$
(iii) for any period ending after the Closing Date, to the extent designated by the Company in its sole discretion, any and all costs, expenses, fees, fines, penalties, judgments, legal settlements and other amounts associated with any restructuring, litigation, claim, proceeding or investigation related to or undertaken by the Company or any of its Subsidiaries, together with any related provision for taxes, in a maximum amount not to exceed $150,000,000 in the aggregate after the Closing Date for all such events	$
The sum of (i) through (iii)	$
CONSOLIDATED EBITDA	$
Consolidated Interest Expense: for any period, the sum of: (a) total interest expense determined in accordance with GAAP (excluding (i) all premiums and interest rate hedge termination costs in connection with any purchase or redemption of the Unsecured Notes, (ii) upfront fees paid in connection with the Credit Agreement, and (iii) any writeoff of unamortized debt issuance costs upon any prepayment of the Unsecured Notes), net of interest income.	$
CONSOLIDATED INTEREST EXPENSE	$

2

EXHIBIT C

TO THE CREDIT AGREEMENT

FORM OF

CLOSING CERTIFICATE

[NAME OF LOAN PARTY]

            , 20    

I,                                         , the [President/Vice President/Chief Financial Officer] of [NAME OF LOAN PARTY], a corporation organized under the laws of the State of                      (the “Company”), do hereby certify on behalf of the Company that:

1. This Closing Certificate (this “Certificate”) is furnished pursuant to the Fifth Amended and Restated Credit Agreement dated as of May 12, 2017 (“Closing Date”) among Tenneco Inc., Tenneco Automotive Operating Company Inc., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the lenders parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (such Fifth Amended and Restated Credit Agreement, as in effect on the date of this Certificate, being called the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this Certificate shall have the respective meanings set forth in the Credit Agreement.

2. The individuals named on Exhibit A are elected or appointed officers of the Company, and each holds the office of the Company set forth opposite his or her name and has held such office since at least [the Closing Date/the date hereof]. The signature written opposite the name and title of each such officer is his or her genuine signature.

3. [The Certificate of Incorporation previously delivered to the Administrative Agent on March 16, 2007 remains in full force and effect on this date. No action has been taken by the Board of Directors or, to my knowledge, the stockholders of the Company for the purpose of effecting any further amendment to or modification of such Certificate of Incorporation.]² [Attached hereto as Exhibit B is a certified copy of the Certificate of Incorporation of the Company, as filed in the Office of the Secretary of State of the State of                      on             , 20    , together with all amendments thereto adopted through the date hereof.]³ The Certificate of Incorporation [previously delivered to the Administrative Agent on March 16, 2007 remains][is] in full force and effect on this date. No action has been taken by the Board of Directors or, to my knowledge, the stockholders of the Company for the purpose of effecting any further amendment to or modification of such Certificate of Incorporation.

²  For use by Loan Parties that are party to the Credit Agreement as of the Closing Date and for which the Certificate of Incorporation has not changed since it was last delivered in connection with the Second Amended and Restated Credit Agreement.

³  For use by (i) Loan Parties that are party to the Credit Agreement as of the Closing Date and for which the Certificate of Incorporation has changed since it was last delivered in connection with the Second Amended and Restated Credit Agreement or (ii) any new Subsidiary that becomes a party to the Guarantee and Collateral Agreement pursuant to Section 6.9(c) of the Credit Agreement.

4. [The By-laws of the Company previously delivered to the Administrative Agent on March 16, 2007 remain in full force and effect on this date.]⁴ [A true and correct copy of the By-laws of the Company is attached as Exhibit [    ]. Such By-laws have been duly adopted and are in full force and effect on the [Closing Date][date hereof].]⁵

5. [As of the Closing Date][On the date hereof], no proceedings with regard to the consolidation, sale of all or substantially all of the assets and business, liquidation, or dissolution of the Company are pending nor has the Board of Directors or, to my knowledge, the stockholders of the Company taken any steps to authorize or institute any of the foregoing.

6. True and correct copies of resolutions duly adopted by the Board of Directors of the Company on             , 20    , [at a meeting at which a quorum was present and acting throughout][by unanimous written consent of the Board of Directors of the Company], and resolutions duly adopted by the Finance Committee of the Company’s Board of Directors as of             , 20     are attached as Exhibit [    ] (the “Corporate Authorizations”). Such Corporate Authorizations constitute the only actions taken by the Company’s Board of Directors or any committee thereof relating to the execution, delivery or performance of the Loan Documents, have not been amended, modified or rescinded and are in full force and effect on the Closing Date.

7. [On the Closing Date, all of the conditions set forth in Section 5.1 (other than Section 5.1g(ii)) of the Credit Agreement have been satisfied or waived in accordance with the Credit Agreement.]⁶

8. [On the Closing Date][On the date hereof], the representations and warranties of the Company set forth in the Credit Agreement are true and correct in all material respects (and in all respects if any such representation and warranty is qualified by materiality) with the same effect as though such representations and warranties had been made on and as of the date hereof (except to the extent any such representation and warranty expressly relates to an earlier date, in which case it was true and correct in all material respects as of such earlier date).

⁴  For use by Loan Parties that are party to the Credit Agreement as of the Closing Date and for which the By-laws have not changed since they were last delivered in connection with the Second Amended and Restated Credit Agreement.

⁵  For use by (i) Loan Parties that are party to the Credit Agreement as of the Closing Date and for which the By-laws have changed since they were last delivered in connection with the Second Amended and Restated Credit Agreement or (ii) any new Subsidiary that becomes a party to the Guarantee and Collateral Agreement pursuant to Section 6.9(c) of the Credit Agreement.

⁶  For use by Loan Parties that are party to the Credit Agreement as of the Closing Date.

9. [On the Closing Date][On the date hereof], no Default has occurred and is continuing or would result from any Borrowing to occur [on the Closing Date][on the date hereof] or the application of the proceeds thereof, as applicable.

[Remainder of page left intentionally blank]

IN WITNESS WHEREOF, I have hereunto signed my name as of the date first above written.

[NAME OF LOAN PARTY]

By:

Name:

Title:

I,                                                  , do hereby certify that:

1. I am the duly elected, qualified and acting [Secretary/Assistant Secretary] of [NAME OF LOAN PARTY] (the “Company”).

2. [Name of Person making above certifications] is the duly elected, qualified and acting [President/Vice President/Chief Financial Officer] of the Company, and the signature appearing above is such person’s true and genuine signature.

3. On behalf of the Company, I certify that the certifications made by [Name of Person making above certifications] above are true and correct.

IN WITNESS WHEREOF, I have hereunto signed my name as of the date first above written.

[NAME OF LOAN PARTY]

By:

Name:

Title:

EXHIBIT A

NAME	TITLE	SIGNATURE
[NAME OF OFFICER]	[TITLE OF OFFICER]
[NAME OF OFFICER]	[TITLE OF OFFICER]
[NAME OF OFFICER]	[TITLE OF OFFICER]
[NAME OF OFFICER]	[TITLE OF OFFICER]
[NAME OF OFFICER]	[TITLE OF OFFICER]

[EXHIBIT B

CERTIFICATE OF INCORPORATION]

[EXHIBIT [    ]

BY-LAWS]

EXHIBIT [    ]

CORPORATE AUTHORIZATIONS

EXHIBIT D

TO THE CREDIT AGREEMENT

FORM OF

JOINDER AGREEMENT

JOINDER AGREEMENT, dated as of                  ,         , made by each signatory hereto (each, a “Subsidiary Borrower”), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the several banks and other financial institutions (the “Lenders”) from time to time parties to the Fifth Amended and Restated Credit Agreement, dated as of May 12, 2017, amending and restating the Credit Agreement dated as of September 30, 1999, as amended and restated on December 12, 2003, March 16, 2007, March 22, 2012 and December 8, 2014, as further amended (as further amended, modified and supplemented, or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”), among Tenneco Inc. (the “Company”), Tenneco Automotive Operating Company Inc., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders party thereto, the Documentation Agent and Syndication Agent named therein and the Administrative Agent.

W I T N E S S E T H:

WHEREAS, the parties to this Joinder Agreement wish to add Subsidiary Borrowers to the Credit Agreement in the manner hereinafter set forth; and

WHEREAS, this Joinder Agreement is entered into pursuant to Section 2.29(a)(i) of the Credit Agreement;

NOW, THEREFORE, in consideration of the premises, the parties hereto hereby agree as follows:

1. Each of the undersigned Subsidiaries of the Company, hereby acknowledges that it has received and reviewed a copy of the Credit Agreement, and acknowledges and agrees to:

(a) join the Credit Agreement as a Subsidiary Borrower, as indicated with its signature below;

(b) be bound by all covenants, agreements and acknowledgments attributable to a Subsidiary Borrower that is a [Domestic][Foreign Subsidiary] Borrower[, as applicable,] in the Credit Agreement; and

(c) perform all obligations and duties required of it by the Credit Agreement.

2. Each of the undersigned Subsidiaries of the Company hereby represents and warrants that the representations and warranties with respect to it contained in Section 4 of

the Credit Agreement and each of the other Loan Documents to which such Subsidiary of the Company is a party or which are contained in any certificate furnished by or on behalf of such Subsidiary of the Company are true and correct in all material respects (and in all respects if any such representation and warranty is qualified by materiality) on the date hereof (except to the extent any such representation and warranty expressly relates to an earlier date, in which case it was true and correct in all material respects as of such earlier date).

3. The address, taxpayer identification number and jurisdiction of incorporation of each of the undersigned Subsidiaries of the Company is set forth in Annex I to this Joinder Agreement.

4. The Company hereby agrees and acknowledges that its guarantees contained in Section 2 of the Guarantee and Collateral Agreement shall remain in full force and effect after giving effect to this Joinder Agreement.

5. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, each of the undersigned has caused this Joinder Agreement to be duly executed and delivered by its proper and duly authorized officer as of the date set forth below.

	[NAME OF SUBSIDIARY],
Dated:                  ,	as a Subsidiary Borrower
	By:
		Name:
		Title:
	[NAME OF SUBSIDIARY],
	as a Subsidiary Borrower
	By:
		Name:
		Title:

ACKNOWLEDGED AND AGREED TO:

TENNECO INC.

By:
	Name:
	Title:

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

By:
	Name:
	Title:

ANNEX I

[Insert address, taxpayer identification number and jurisdiction of incorporation of each Subsidiary Borrower]

EXHIBIT E

TO THE CREDIT AGREEMENT

FORM OF

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into between the Assignor named below (the “Assignor”) and the Assignee named below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:
		[and is a Lender Affiliate of [identify Lender]]
3.	Borrowers:	Tenneco Inc., Tenneco Automotive Operating Company Inc. and any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto

4.	Agent:	JPMorgan Chase Bank, N.A., as administrative agent under the Credit Agreement
5.	Credit Agreement:	The Fifth Amended and Restated Credit Agreement dated as of May 12, 2017 among Tenneco Inc., Tenneco Automotive Operating Company Inc., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
6.	Assigned Interest:

Facility Assigned1	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans2
1.	$	$		%
	$	$		%
	$	$		%

Effective Date:             , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

¹  Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Tranche A Term Commitment,” “Revolving Commitment” or “Swingline Commitment”).

²  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders.

2

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR
NAME OF ASSIGNOR
By:
	Title:
ASSIGNEE
NAME OF ASSIGNEE
By:
	Title:

3

Consented to and Accepted:1
JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:
	Title:
[JPMORGAN CHASE BANK, N.A.], as Issuing Lender
By:
	Title:
[JPMORGAN CHASE BANK, N.A.]2, as a Swingline Lender
By:
	Title:
[WELLS FARGO BANK, N.A.]3, as a Swingline Lender
By:
	Title:
Consented to:4
TENNECO INC.
By
	Title:

¹  To be added only if the consent of the Administrative Agent, Issuing Lender and/or Swingline Lender is required by the terms of the Credit Agreement.

² JPMorgan Chase Bank, N.A. (“JPMCB”), in its capacity as the lender of U.S. Swingline Loans, or JPMorgan Chase Bank, N.A., London Branch, an affiliate of JPMCB, in its capacity as the lender of U.K. Swingline Loans.

³ Wells Fargo Bank, N.A., in its capacity as the lender of LIBOR Swingline Loans.

⁴ Consent of the Borrowers required pursuant to Section 10.6(c) of the Credit Agreement. Add other Subsidiary Borrowers if applicable. Each Borrower shall be deemed to have consented to the transfer contemplated hereby if it does not object within five Business Days after receipt of written notice thereof.

4

TENNECO AUTOMOTIVE OPERATING COMPANY INC.
By
	Title:

5

ANNEX 1

to Assignment and Assumption

The Fifth Amended and Restated Credit Agreement dated as of May 12, 2017 among Tenneco Inc., Tenneco Automotive Operating Company Inc., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of each Borrower, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by each Borrower, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender and (v) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

6

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

7

EXHIBIT F

TO THE CREDIT AGREEMENT

[FORM OF]

U.S. TAX EXEMPTION CERTIFICATE

(For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Fifth Amended and Restated Credit Agreement, dated as of May 12, 2017, amending and restating the Credit Agreement dated as of September 30, 1999, as amended and restated on December 12, 2003, March 16, 2007, March 22, 2012 and December 8, 2014, as further amended (as further amended, modified and supplemented from time to time, the “Credit Agreement”), among Tenneco Inc., Tenneco Automotive Operating Company Inc., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders party thereto, the Documentation Agent and Syndication Agent named therein and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

Pursuant to the provisions of Section 2.21 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Domestic Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Domestic Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Domestic Borrowers with a certificate of its non-U.S. person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Domestic Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Domestic Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]
By:
	Name:
	Title:

Date:                  , 20[    ]

[FORM OF]

U.S. TAX EXEMPTION CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Fifth Amended and Restated Credit Agreement, dated as of May 12, 2017, amending and restating the Credit Agreement dated as of September 30, 1999, as amended and restated on December 12, 2003, March 16, 2007, March 22, 2012 and December 8, 2014, as further amended (as further amended, modified and supplemented from time to time, the “Credit Agreement”), among Tenneco Inc., Tenneco Automotive Operating Company Inc., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders party thereto, the Documentation Agent and Syndication Agent named therein and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

Pursuant to the provisions of Section 2.21 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Domestic Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to any Domestic Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:
	Name:
	Title:

Date:                  , 20[    ]

2

[FORM OF]

U.S. TAX EXEMPTION CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Fifth Amended and Restated Credit Agreement, dated as of May 12, 2017, amending and restating the Credit Agreement dated as of September 30, 1999, as amended and restated on December 12, 2003, March 16, 2007, March 22, 2012 and December 8, 2014, as further amended (as further amended, modified and supplemented from time to time, the “Credit Agreement”), among Tenneco Inc., Tenneco Automotive Operating Company Inc., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders party thereto, the Documentation Agent and Syndication Agent named therein and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

Pursuant to the provisions of Section 2.21 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Domestic Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Domestic Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:
	Name:
	Title:

Date:                  , 20[    ]

3

[FORM OF]

U.S. TAX EXEMPTION CERTIFICATE

(For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Fifth Amended and Restated Credit Agreement, dated as of May 12, 2017, amending and restating the Credit Agreement dated as of September 30, 1999, as amended and restated on December 12, 2003, March 16, 2007, March 22, 2012 and December 8, 2014, as further amended (as further amended, modified and supplemented from time to time, the “Credit Agreement”), among Tenneco Inc., Tenneco Automotive Operating Company Inc., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders party thereto, the Documentation Agent and Syndication Agent named therein and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

Pursuant to the provisions of Section 2.21 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Domestic Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Domestic Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Domestic Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Domestic Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Domestic Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]
By:
	Name:
	Title:

Date:                  , 20[    ]

EX-4.2

Exhibit 4.2

Execution Version

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT

(amending and restating the Guarantee and Collateral Agreement

dated as of November 4, 1999, as amended and restated on March 16, 2007,

March 22, 2012, and December 8, 2014, as previously amended and amended and restated)

made by

TENNECO INC.,

TENNECO AUTOMOTIVE OPERATING COMPANY INC.,

TENNECO INTERNATIONAL HOLDING CORP.,

TENNECO GLOBAL HOLDINGS INC.,

THE PULLMAN COMPANY,

TMC TEXAS INC.

and

CLEVITE INDUSTRIES INC.

in favor of

JPMORGAN CHASE BANK, N.A.

as Administrative Agent

Dated as of May 12, 2017

Table of Contents

		Page
SECTION 1. DEFINED TERMS			2
1.1	Definitions		2
1.2	Other Definitional Provisions		7
SECTION 2. GUARANTEE			7
2.1	Guarantee		7
2.2	Right of Contribution		8
2.3	No Subrogation		9
2.4	Amendments, etc. with respect to the Primary Obligations		9
2.5	Guarantee Absolute and Unconditional		10
2.6	Reinstatement		10
2.7	Payments		11
2.8	Keepwell		11
SECTION 3. GRANT OF SECURITY INTEREST			11
SECTION 4. REPRESENTATIONS AND WARRANTIES			13
4.1	Title; No Other Liens		13
4.2	Perfected First Priority Liens		13
4.3	Jurisdiction of Organization		14
4.4	Inventory and Equipment		14
4.5	Farm Products		14
4.6	Investment Property		14
4.7	Receivables		15
4.8	Intellectual Property		15
SECTION 5. COVENANTS			16
5.1	Delivery of Instruments, Certificated Securities and Chattel Paper		16
5.2	Maintenance of Insurance		16
5.3	Payment of Obligations		16
5.4	Maintenance of Perfected Security Interest; Further Documentation		17
5.5	Changes in Jurisdiction of Organization, Locations, Name, etc.		17
5.6	Notices		17
5.7	Investment Property		18
5.8	Receivables		19
5.9	Intellectual Property		19
5.10	Jurisdiction of Organization		20
5.11	Commercial Tort Claims		21

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SECTION 6. REMEDIAL PROVISIONS		21
6.1	Certain Matters Relating to Receivables	21
6.2	Communications with Obligors; Grantors Remain Liable	22
6.3	Pledged Stock	22
6.4	Proceeds to be Turned Over To Administrative Agent	23
6.5	Application of Proceeds	23
6.6	Code and Other Remedies	24
6.7	Registration Rights	25
6.8	Deficiency	26
SECTION 7. THE ADMINISTRATIVE AGENT		26
7.1	Administrative Agent’s Appointment as Attorney-in-Fact, etc.	26
7.2	Duty of Administrative Agent	28
7.3	Financing Statements	28
7.4	Authority of Administrative Agent	28
SECTION 8. MISCELLANEOUS		28
8.1	Amendments in Writing	28
8.2	Notices	29
8.3	No Waiver by Course of Conduct; Cumulative Remedies	29
8.4	Enforcement Expenses; Indemnification	29
8.5	Successors and Assigns	29
8.6	Set-Off	30
8.7	Counterparts	30
8.8	Severability	30
8.9	Section Headings	30
8.10	Integration	30
8.11	GOVERNING LAW	31
8.12	Submission To Jurisdiction; Waivers	31
8.13	Acknowledgements	31
8.14	Additional Grantors	32
8.15	Releases	32
8.16	WAIVER OF JURY TRIAL	33
8.17	Amendment and Restatement	33

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SCHEDULES
Schedule 1	Notice Addresses
Schedule 2	Investment Property
Schedule 3	Perfection Matters
Schedule 4	Jurisdictions of Organization and Chief Executive Offices
Schedule 5	Inventory and Equipment Locations
Schedule 6	Intellectual Property
Schedule 7	Commercial Tort Claims
ANNEX
Annex 1	Assumption Agreement

GUARANTEE AND COLLATERAL AGREEMENT

GUARANTEE AND COLLATERAL AGREEMENT, dated as of May 12, 2017 (amending and restating the Guarantee and Collateral Agreement dated as of November 4, 1999, as amended and restated on March 16, 2007, March 22, 2012 and December 8, 2014, as previously amended), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Fifth Amended and Restated Credit Agreement, dated as of May 12, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Tenneco Inc., a Delaware corporation (the “Company”), Tenneco Automotive Operating Company Inc., a Delaware corporation and a Subsidiary of the Company (“TAOC”), any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders, Citibank, N.A. and Morgan Stanley MUFG Loan Partners, LLC, as documentation agents, Bank of America, N.A., Barclays Bank PLC and Wells Fargo Bank, N.A., as syndication agents, and the Administrative Agent.

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement dated as of September 30, 1999, as amended and restated as of December 12, 2003, March 16, 2007, March 22, 2012 and December 8, 2014, and as amended thereafter and prior to the date hereof (the “Existing Credit Agreement”), among the Company, the lenders and agents party thereto and JPMorgan Chase Bank, N.A., the lenders thereunder made extensions of credit to the Company;

WHEREAS, the Existing Credit Agreement has been amended and restated pursuant to the Credit Agreement, and all obligations, liabilities, indebtedness and liens created by the Existing Credit Agreement are continued unimpaired and in full force and effect pursuant to the Credit Agreement;

WHEREAS, pursuant to the Credit Agreement, the Lenders have severally made and agreed to make extensions of credit to the Borrowers (as defined in the Credit Agreement) upon the terms and subject to the conditions set forth therein;

WHEREAS, each Borrower is a member of an affiliated group of companies that includes each other Grantor;

WHEREAS, the proceeds of the extensions of credit under the Credit Agreement have been and will be used in part to enable the Borrowers to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses;

WHEREAS, the Borrowers and the other Grantors are engaged in related businesses, and each Grantor derives and will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement;

WHEREAS, the Grantors and the Administrative Agent are parties to the Guarantee and Collateral Agreement dated as of November 4, 1999, as amended and amended and restated prior to the date hereof (the “Existing Guarantee and Collateral Agreement”);

WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrowers under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Lenders;

WHEREAS, for convenience the parties hereto desire to amend and restate the Existing Guarantee and Collateral Agreement pursuant to this Agreement rather than amend the Existing Guarantee and Collateral Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers under the Credit Agreement, the Existing Guarantee and Collateral Agreement is hereby amended and restated as of the Restatement Date (as defined below) as follows:

SECTION 1. DEFINED TERMS

1.1    Definitions. (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the New York UCC: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Documents, Equipment, Farm Products, Fixtures, Instruments, Inventory, Letter of Credit Rights and Supporting Obligations.

(b) The following terms shall have the following meanings:

“Agreement”: the Existing Guarantee and Collateral Agreement, as amended and restated by this Guarantee and Collateral Agreement, as the same may be further amended, supplemented or otherwise modified from time to time.

“Collateral”: as defined in Section 3.

“Collateral Account”: any collateral account established by the Administrative Agent as provided in Section 6.1 or 6.4.

“Commodity Exchange Act”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Copyrights”: (i) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 6), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.

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“Copyright Licenses”: any agreement, whether written or oral, naming any Grantor as licensor or, any written agreement naming any Grantor as licensee to the extent such agreement permits the Grantor to grant a security interest in its rights thereunder, including, without limitation, those listed in Schedule 6, granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.

“Deposit Account”: as defined in the Uniform Commercial Code of any applicable jurisdiction and, in any event, including, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution.

“Excluded Foreign Subsidiary”: at any time (i) any Foreign Subsidiary of a Grantor (other than a Wholly Owned Subsidiary) where such Grantor is prohibited from pledging its ownership interests in such Foreign Subsidiary without the consent of the other owner or owners of such Foreign Subsidiary, (ii) any Foreign Subsidiary where the consent of a Governmental Authority is required for a Grantor to pledge the Capital Stock of such Foreign Subsidiary owned by the Grantor and such consent has not been obtained, which for the avoidance of doubt shall include all Foreign Subsidiaries and Joint Ventures organized under the law of the People’s Republic of China other than Tenneco (China) Co., Ltd. (subject to Section 4.6(e)), (iii) any Foreign Subsidiary where the Grantors collectively directly own less than 1% of the Capital Stock of such Foreign Subsidiary, (iv) any Foreign Subsidiary with respect to which the Company and the Administrative Agent reasonably determine that the time and expense of implementing a security arrangement is excessive in relation to the benefits of the Lenders in obtaining the same, and (v) any Foreign Subsidiary of a Grantor having total assets (as determined in accordance with GAAP) in an amount of less than 1% of Consolidated Total Assets of the Company; provided, however, that the total assets (as so determined) of all Excluded Foreign Subsidiaries referenced in the foregoing clause (v) shall not exceed 5% of Consolidated Total Assets of the Company. In the event that the total assets of all Excluded Foreign Subsidiaries referenced in clause (v) of the foregoing sentence exceed 5% of Consolidated Total Assets of the Company, the Company will designate in writing to the Administrative Agent Foreign Subsidiaries which would otherwise constitute Excluded Foreign Subsidiaries to be excluded as Excluded Foreign Subsidiaries until such 5% threshold is met.

“Foreign Subsidiary”: any Subsidiary organized under the laws of any jurisdiction outside the United States.

“Foreign Subsidiary Voting Stock”: the voting Capital Stock of any Foreign Subsidiary.

“General Intangibles”: all “general intangibles” as such term is defined in Section 9-102(a)(42) of the New York UCC (other than any Foreign Subsidiary Voting Stock and voting Capital Stock of any CFC or CFC Holding Company in each case excluded from the definition of “Pledged Stock”) and, in any event, including, without limitation, with respect to any Grantor, all contracts, agreements, instruments and indentures in any form,

3

and portions thereof, to which such Grantor is a party or under which such Grantor has any right, title or interest or to which such Grantor or any property of such Grantor is subject, as the same may from time to time be amended, supplemented or otherwise modified, including, without limitation, (i) all rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of such Grantor to damages arising thereunder and (iii) all rights of such Grantor to perform and to exercise all remedies thereunder.

“Guarantor Obligations”: with respect to any Guarantor (i) all obligations and liabilities of such Guarantor which may arise under or in connection with this Agreement (including, without limitation, Section 2) or any other Loan Document to which such Guarantor is a party, (ii) all obligations or liabilities of such Guarantor under or in respect of Lender Hedge Agreements to which such Guarantor is a party and (iii) all obligations and liabilities of such Guarantor in respect of or in connection with Cash Management Obligations; in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise and whether material or contingent (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document).

“Guarantors”: the collective reference to each Grantor (for the avoidance of doubt, including the Company); provided that each Grantor shall be considered a Guarantor only with respect to the Primary Obligations of any other Loan Party.

“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, know-how, trade secrets, methods and processes and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom but excluding any intellectual property granted to any Grantor as licensee to the extent such Grantor is not expressly permitted to grant a security interest in its rights under such License.

“Intercompany Note”: any promissory note evidencing loans made by any Grantor to the Company or any of its Subsidiaries.

“Investment Property”: the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the New York UCC (other than any Foreign Subsidiary Voting Stock and voting Capital Stock of any CFC or CFC Holding Company in each case excluded from the definition of “Pledged Stock”) and (ii) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Stock.

“Issuers”: the collective reference to each issuer of any Investment Property.

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“Lender Hedge Agreements”: all interest rate swaps, caps, forward, future, option or collar agreements or similar arrangements entered into by the Company or any of its Subsidiaries with any Lender (or any Affiliate of any Lender) providing for protection against fluctuations in interest rates, currency exchange rates or the exchange of nominal interest obligations or commodities, either generally or under specific contingencies.

“New York UCC”: the Uniform Commercial Code as from time to time in effect in the State of New York.

“Obligations”: with respect to any Loan Party, the collective reference to its Primary Obligations and Guarantor Obligations.

“Patents”: (i) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to in Schedule 6, (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 6, and (iii) all rights to obtain any reissues or extensions of the foregoing.

“Patent License”: all agreements, whether written or oral, providing for (i) the grant by any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent and (ii) the grant to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent (to the extent such agreement permits the Grantor to grant a security interest in its rights thereunder), including, without limitation, any of the foregoing referred to in Schedule 6.

“Pledged Notes”: all promissory notes listed on Schedule 2, all Intercompany Notes at any time issued to any Grantor and all other promissory notes issued to or held by any Grantor (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business).

“Pledged Stock”: the shares of Capital Stock listed on Schedule 2, together with any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect other than the Capital Stock of any Excluded Foreign Subsidiary; provided that (a) in no event shall more than 65% of the total outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary be required to be pledged hereunder, (b) in no event shall more than 65% of the total outstanding voting Capital Stock of any CFC or CFC Holding Company be required to be pledged hereunder and (c) the Grantors shall not be obligated to pledge the Capital Stock of a Foreign Subsidiary to the extent such pledge would violate the laws of the jurisdiction of such Foreign Subsidiary’s organization.

“Primary Obligations”: with respect to any Loan Party, the collective reference to the unpaid principal of and interest on the Loans and Reimbursement Obligations and all

5

other obligations and liabilities of such Loan Party (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to such Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Lender (or, in the case of any Lender Hedge Agreement or Cash Management Obligations, any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan Documents, any Letter of Credit, any Lender Hedge Agreement (including any guarantees of any Borrower of any Lender Hedge Agreements entered into by any Subsidiary), any Cash Management Obligation (including any guarantees of any Borrower of any Cash Management Obligations entered into by any Subsidiary) or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by any Loan Party pursuant to the terms of any of the foregoing agreements); provided, that for purposes of determining any Guarantor Obligations of any Guarantor under this Agreement, the definition of “Primary Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor.

“Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.

“Qualified Keepwell Provider”: in respect of any Swap Obligation, each Loan Party that, at the time the relevant guarantee (or grant of the relevant security interest, as applicable) becomes effective with respect to such Swap Obligation, has total assets exceeding $10,000,000 or otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” with respect to such Swap Obligation at such time by entering into a keepwell or guarantee pursuant to Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Receivable”: any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account); provided that, for the avoidance of doubt, the term “Receivable” shall not include any accounts receivable and related assets transferred or purportedly transferred pursuant to, and in accordance with, a Permitted Receivables Financing (it being understood that any account receivable and related asset that is not transferred or purported to have been transferred pursuant to a Permitted Receivables Financing shall constitute a “Receivable” hereunder).

6

“Restatement Date”: May 12, 2017.

“Securities Act”: the Securities Act of 1933, as amended.

“Trademarks”: (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 6, and (ii) the right to obtain all renewals thereof.

“Trademark License”: any agreement, whether written or oral, providing for (i) the grant by any Grantor of any right to use any Trademark and (ii) the grant to any Grantor of any right to use any Trademark (to the extent such agreement permits the Grantor to grant a security interest in its rights thereunder), including, without limitation, any of the foregoing referred to in Schedule 6.

1.2     Other Definitional Provisions. (a) The other definitional and interpretive provisions of Section 1.2 and 1.3 of the Credit Agreement are incorporated herein by reference, mutatis mutandis.

(b)    Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

SECTION 2. GUARANTEE

2.1    Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their Affiliates and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Loan Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Primary Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor).

(b)    Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder (other than any Borrower with respect to its Primary Obligations) and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2).

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(c)     Each Guarantor agrees that the Primary Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder.

(d)     The guarantee contained in this Section 2 shall remain in full force and effect until all the Primary Obligations (other than contingent indemnity obligations not due and payable) and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Loan Parties may be free from any Primary Obligations.

(e)     No payment made by any Borrower, any other Loan Party with Primary Obligations, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from any Borrower, any other Loan Party with Primary Obligations, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Primary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Primary Obligations or any payment received or collected from such Guarantor in respect of the Primary Obligations), remain liable for the Primary Obligations up to the maximum liability of such Guarantor hereunder until the Primary Obligations are paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), no Letter of Credit shall be outstanding and the Commitments are terminated.

(f)    Each Grantor hereby unconditionally guarantees to the Administrative Agent, for the ratable benefit of the Lenders (and their Affiliates) and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by Subsidiaries of such Grantor of their Cash Management Obligations, including (for the avoidance of doubt) any obligations of such Subsidiaries to a Lender (or its Affiliate) under any Cash Pooling Agreement to which such Lender (or its Affiliate) is a party, and the obligations and liabilities of Subsidiaries of such Grantor under the Lender Hedge Agreements (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor). For the avoidance of doubt, the guarantee provided in this clause (f) is secured by the Collateral and, so long as the applicable Cash Management Obligation was permitted to be entered into or designated as a Cash Management Obligation under the Credit Agreement at the time such obligation was entered into or so designated, the guarantee provided in this clause (f) shall continue to be secured by the Collateral even though a limitation under the Credit Agreement may be exceeded solely as a result of a change in the currency exchange rates from the currency exchange rates applicable at the time such Cash Management Obligation was entered into or designated.

2.2    Right of Contribution. Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive

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contribution from and against any other Subsidiary Guarantor hereunder which has not paid its proportionate share of such payment. Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent and the Lenders, and each Subsidiary Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

2.3    No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against any Borrower, any other Loan Party with Primary Obligations, or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Primary Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower, any other Loan Party with Primary Obligations, or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Loan Parties on account of the Primary Obligations are paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Primary Obligations shall not have been paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Primary Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

2.4    Amendments, etc. with respect to the Primary Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Primary Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender and any of the Primary Obligations continued, and the Primary Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Primary Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Primary Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

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2.5    Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Primary Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Primary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Loan Party with Primary Obligations, or any of the Guarantors with respect to the Primary Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Primary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower, any other Loan Party or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrower, any other Loan Party with Primary Obligations or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Loan Parties for the Primary Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any other Person or against any collateral security or guarantee for the Primary Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

2.6    Reinstatement. The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any

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of the Primary Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower, any other Loan Party with Primary Obligations or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower, any other Loan Party with Primary Obligations or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

2.7    Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in the applicable currency and at the relevant funding office as set forth in Section 2.19(e) of the Credit Agreement.

2.8    Keepwell. Each Qualified Keepwell Provider hereby jointly and severally absolutely, unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Agreement in respect of any Swap Obligation (provided, however, that each Qualified Keepwell Provider shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8, or otherwise under this guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified Keepwell Provider under this Section 2.8 shall remain in full force and effect until such time as the Loans, the Reimbursement Obligations and the other Obligations (other than Obligations in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding. Each Qualified Keepwell Provider intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

SECTION 3. GRANT OF SECURITY INTEREST

Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders and their Affiliates, a security interest in, all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations:

(a)    all Accounts;

(b)    all Chattel Paper;

(c)    all Deposit Accounts;

(d)    all Documents;

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(e)    all Equipment;

(f)    all Fixtures;

(g)    all General Intangibles;

(h)    all Instruments;

(i)    all Intellectual Property;

(j)    all Inventory;

(k)    all Investment Property;

(l)    all Letter of Credit Rights;

(m)     all Commercial Tort Claims in an amount in excess of $3,000,000 in which any Grantor has rights, as set forth on Schedule 7;

(n)    all other property not otherwise described above;

(o)    all books and records pertaining to the Collateral; and

(p)    to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing.

For the avoidance of doubt, the term “Collateral” shall not include, and the grant of a security interest as provided hereunder shall not extend to (I) (x) accounts receivable and related assets transferred or purportedly transferred pursuant to, and in accordance with, a Permitted Receivables Financing (it being understood that each account receivable and related asset of a Grantor that is not transferred or purported to have been transferred pursuant to a Permitted Receivables Financing shall constitute “Collateral” hereunder) and (y) any Deposit Account that is used to hold collections on any of such accounts receivable and related assets described in the foregoing clause (x) or (II) any Company Stock.

Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security interest granted under this Section 3 attach to:

(a) any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract, property right or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided that (A) the

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Collateral shall include (and such security interest shall attach immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to) any portion of such lease, license, contract or agreement not subject to the prohibitions specified in clause (i) or (ii) above; and (B) the exclusions referred to in clause (a) of this paragraph shall not include any Proceeds of any such lease, license, contract or agreement;

(b) any Trademark application filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to- use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with and accepted by the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C. 1051, et seq.), to the extent that granting a security interest or other lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of or void such Trademark application; or

(c) any Foreign Subsidiary Voting Stock or voting Capital Stock of any CFC Holding Company in each case that is excluded from the definition of “Pledged Stock”.

SECTION 4. REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make or maintain their respective extensions of credit to the Borrowers thereunder, each Grantor hereby represents and warrants to the Administrative Agent and each Lender that:    

4.1    Title; No Other Liens. Except (a) for the security interest granted to the Administrative Agent for the ratable benefit of the Lenders pursuant to this Agreement, (b) for the other Liens permitted to exist on the Collateral by the Credit Agreement, and (c) those items set forth on Schedule 6, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent, for the ratable benefit of the Lenders, pursuant to this Agreement or as are permitted by the Credit Agreement.

4.2    Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and, when required, duly executed form unless otherwise referred to in such Schedule) will constitute valid perfected security interests in all of the Collateral (to the extent a perfected security interest is required pursuant to this Agreement and except as otherwise stated on Schedule 3) in favor of the Administrative Agent, for the ratable benefit of the Lenders, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, except as otherwise provided on Schedule 3, and (b) are prior to all other Liens on the Collateral in existence on the date hereof except as are permitted by the Credit Agreement and except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law.

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4.3    Jurisdiction of Organization. On the Restatement Date, such Grantor’s jurisdiction of organization, identification number from such jurisdiction of organization (if any) and the location of such Grantor’s chief executive office or sole place of business are specified on Schedule 4.

4.4    Inventory and Equipment. On the Restatement Date, the Inventory and the Equipment (other than mobile goods), in each case having an aggregate value in excess of $10,000,000, are kept at the locations listed on Schedule 5.

4.5    Farm Products. None of the Collateral constitutes, or is the Proceeds of, Farm Products.

4.6    Investment Property. (a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 65% of the outstanding Foreign Subsidiary Voting Stock of each relevant Issuer owned directly by such Grantor.

(b)    All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable.

(c)    Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(d)    Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement.

(e)    Notwithstanding anything to the contrary herein, in the Credit Agreement or in any Loan Document, the Grantors shall use commercially reasonable efforts to deliver (i) within 90 days (or such longer time as the Administrative Agent may agree in its reasonable discretion) after the Restatement Date, a pledge agreement (or amendment to the existing pledge agreement) governed by the laws of Brazil covering such additional shares of Foreign Subsidiary Voting Stock of Tenneco Brazil Ltda. to the extent required by the Loan Documents, together with such other documents or filings as may be required under the laws of Brazil in connection with such pledge; (ii) within 180 days (or such longer time as the Administrative Agent may agree in its reasonable discretion) after the Restatement Date, a pledge agreement (or amendment to the existing pledge agreement) governed by the laws of the People’s Republic of China

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covering up to 65% of the Foreign Subsidiary Voting Stock of Tenneco (China) Co., Ltd. held by Tenneco Automotive Operating Company Inc. to address the increase in issued capital of Tenneco (China) Co., Ltd. subsequent to the effectiveness of the existing pledge that is in effect on the Closing Date, together with such other documents or filings as may be required under the laws of the People’s Republic of China in connection with such pledge, it being understood and agreed that the failure of the Grantors to deliver such pledge agreement or other documents as a result of the inability of the Grantors to secure any necessary governmental approvals from the People’s Republic of China after commercially reasonable efforts were made to secure such consent shall not constitute a Default or Event of Default under the Credit Agreement; and (iii) within 90 days (or such longer time as the Administrative Agent may agree in its reasonable discretion) after the Restatement Date, a pledge agreement (or amendment to the existing pledge agreement) governed by the laws of Spain and/or such registrations that may be required under the laws of Spain covering such additional shares of Foreign Subsidiary Voting Stock of Tenneco Automotive Iberica, S.A to the extent required by the Loan Documents, together with such other documents or filings as may be required under the laws of Spain in connection with such pledge.

4.7    Receivables. (a) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent, except for any of the foregoing to the extent (a) subject to and included in a Permitted Receivables Financing or (b) in an electronic or other intangible form.

(b)    None of the obligors on any Receivables is a Governmental Authority.

4.8    Intellectual Property. (a) Schedule 6 lists all registered, and all material unregistered, Intellectual Property owned by such Grantor in its own name on the Restatement Date and all applications to register any such Intellectual Property, and all licenses under which such Grantor is an exclusive licensee of registered or applied for Intellectual Property.

(b)    On the Restatement Date, all material Intellectual Property is valid, subsisting, unexpired, enforceable and has not been abandoned, and such Intellectual Property does not infringe the intellectual property rights of any other Person in any material respect.

(c)    Except as set forth in Schedule 6, on the Restatement Date, none of the material Intellectual Property is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor.

(d)    No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of, or such Grantor’s rights in, any Intellectual Property in any respect that would reasonably be expected to have a Material Adverse Effect.

(e)    No action or proceeding is pending, or, to the knowledge of such Grantor, threatened, on the date hereof (i) seeking to limit, cancel or question the validity of any Intellectual Property or such Grantor’s ownership interest therein, and (ii) which, if adversely determined, would have a Material Adverse Effect on the value of any material Intellectual Property.

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SECTION 5. COVENANTS

Each Grantor covenants and agrees with the Administrative Agent and the Lenders that, from and after the date of this Agreement until the Obligations shall have been paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), no Letter of Credit shall be outstanding and the Commitments shall have terminated:

5.1    Delivery of Instruments, Certificated Securities and Chattel Paper. If any amount payable under or in connection with any of the Collateral in excess of $3,000,000 shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, such Grantor shall promptly notify the Administrative Agent in writing and such Instrument, Certificated Security or Chattel Paper shall, at the request of the Administrative Agent, be promptly delivered to the Administrative Agent, duly indorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement, except to the extent any of the foregoing is (a) subject to and included in a Permitted Receivables Financing or (b) in an electronic or other intangible form.

5.2    Maintenance of Insurance. (a) Such Grantor will maintain insurance policies insuring its Inventory and Equipment in accordance with Section 6.5 of the Credit Agreement.

(b)    All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 5 days after receipt by the Administrative Agent of written notice thereof, (ii) name the Administrative Agent as insured party or additional loss payee as its interests may appear and (iii) be reasonably satisfactory in all other respects to the Administrative Agent. The Company agrees to promptly provide notice to the Administrative Agent of any cancellation, material reduction in amount or material change in coverage in any insurance policy and shall promptly pay any premiums due with respect to any policies in effect from time to time.

(c)    The Company shall deliver to the Administrative Agent and the Lenders a report of a reputable insurance broker with respect to such insurance substantially concurrently with each delivery of the Company’s audited annual financial statements and such supplemental reports with respect thereto as the Administrative Agent may from time to time reasonably request.

5.3    Payment of Obligations. Such Grantor will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of income or profits therefrom, as well as all claims of any kind (including, without limitation, claims for labor, materials and supplies) against or with respect to the Collateral, except that no such tax, assessment, charge or levy need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP

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with respect thereto have been provided on the books of such Grantor and such proceedings would not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein.

5.4    Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 (and as otherwise reasonably requested by the Administrative Agent) and shall defend such security interest against the claims and demands of all Persons whomsoever.

(b)    Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor constituting Collateral and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail.

(c)    At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter of Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

5.5    Changes in Jurisdiction of Organization, Locations, Name, etc. Such Grantor will not, except upon 15 days’ prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements and other documents (executed where required) reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein:

(i) change its jurisdiction of organization or, if such Grantor does not have a jurisdiction of organization for purposes of the New York UCC, the location of its chief executive office or sole place of business from that referred to in Section 4.3; or

(ii) change its name.

5.6    Notices. Such Grantor will advise the Administrative Agent and the Lenders promptly after such Grantor obtains knowledge thereof, in reasonable detail, of the following:

(a)    any Lien (other than security interests created hereby or Liens permitted under the Credit Agreement) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder; and

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(b)    the occurrence of any other event which would reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereby.

5.7    Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Pledged Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall, to the extent such certificate, option or right constitutes Pledged Stock, accept the same as the agent of the Administrative Agent and the Lenders, hold the same in trust for the Administrative Agent and the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. In each case, except to the extent the Credit Agreement permits the applicable Grantor to retain such sums of money or property, (i) any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and (ii) if any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor, as additional collateral security for the Obligations.

(b)    Without the prior written consent of the Administrative Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer (except pursuant to a transaction permitted by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.

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(c)    In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.7(a) with respect to the Pledged Stock or other Investment Property (as applicable) issued by it and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 with respect to the Investment Property issued by it.

5.8    Receivables. (a) Other than in the ordinary course of business consistent with its past practice, such Grantor will not (i) grant any extension of the time of payment of any Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable in any manner that could adversely affect the value thereof.

(b)    Such Grantor will deliver to the Administrative Agent a copy of each material demand, notice or document received by it that questions or calls into doubt the validity or enforceability of more than 5% of the aggregate amount of the then outstanding Receivables.

5.9    Intellectual Property. (a) Such Grantor (either itself or through licensees) will (i) continue to use each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (iv) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark (to the extent a security interest in such mark may be perfected by filing under the applicable Uniform Commercial Code, or similar law in a foreign jurisdiction, or with the United States Patent and Trademark Office, or corresponding foreign office, and to the extent requested following a notice delivered by such Grantor pursuant to clause (f) below) pursuant to this Agreement, and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way.

(b)    Such Grantor (either itself or through licensees) will not do any act, or omit to do any act, whereby any material Patent may become forfeited, abandoned or dedicated to the public.

(c)    Such Grantor (either itself or through licensees) (i) will employ each material Copyright and (ii) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of the Copyrights may become invalidated or otherwise impaired. Such Grantor will not (either itself or through licensees) do any act whereby any material portion of the Copyrights may fall into the public domain.

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(d)    Such Grantor (either itself or through licensees) will not do any act that knowingly uses any material Intellectual Property to infringe the intellectual property rights of any other Person.

(e)    Such Grantor will notify the Administrative Agent and the Lenders promptly if it knows, or has reason to know, that any application or registration relating to any material Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of, or the validity of, any material Intellectual Property subject to such an application or registration or such Grantor’s right to register the same or to own and maintain the same.

(f)    Whenever such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Administrative Agent concurrently with the delivery of the compliance certificate required to be delivered pursuant to Section 6.2(b) of the Credit Agreement for the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Lenders’ security interest in any Copyright, Patent or Trademark and the goodwill (if applicable) and general intangibles of such Grantor relating thereto or represented thereby.

(g)    Such Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the material registered Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.

(h)    In the event that any material Intellectual Property is infringed, misappropriated or diluted by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, promptly notify the Administrative Agent after it learns thereof and sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution.

5.10    Jurisdiction of Organization. At the Administrative Agent’s request, each Grantor will provide its jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of such Grantor’s chief executive office or sole place of

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business. In addition, the Administrative Agent may request, and such Grantor shall provide, a certified charter, certificate of incorporation, or other organizational document and long form good standing certificate from each Grantor.

5.11    Commercial Tort Claims. Such Grantor will advise the Administrative Agent of such Grantor’s interest in any Commercial Tort Claim in an amount in excess of $3,000,000 in which such Grantor believes it has rights, and such Grantor shall, at the request of the Administrative Agent, promptly provide the Administrative Agent with an updated Schedule 7 describing such Commercial Tort Claim or such information with respect thereto as the Administrative Agent may reasonably request in order to attach and perfect a security interest therein in accordance with applicable law.

SECTION 6. REMEDIAL PROVISIONS

6.1    Certain Matters Relating to Receivables. (a) The Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications after the occurrence and during the continuance of an Event of Default. At any time and from time to time, upon the Administrative Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables.

(b)    The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(c)    At the Administrative Agent’s request during the existence of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

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6.2    Communications with Obligors; Grantors Remain Liable. (a) The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default communicate with obligors under the Receivables and parties to any material contract of any Grantor to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Receivables or any material contract of any Grantor.

(b)    Upon the request of the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Receivables and parties to any material contract of any Grantor that the Receivables and such contracts have been assigned to the Administrative Agent for the ratable benefit of the Lenders and that payments in respect thereof shall be made directly to the Administrative Agent.

(c)    Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables and material contracts of any Grantor to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Administrative Agent nor any Lender shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) or any contract of any Grantor by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any Lender of any payment relating thereto, nor shall the Administrative Agent or any Lender be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto) or any contract of any Grantor, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

6.3    Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, that no vote shall be cast or corporate or other organizational right exercised or other action taken which would reasonably be expected to impair the Collateral in any material respect or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.

(b)    If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Investment Property shall be registered in the name of the Administrative Agent or its nominee,

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and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(c)    Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Administrative Agent.

6.4    Proceeds to be Turned Over To Administrative Agent. In addition to the rights of the Administrative Agent and the Lenders specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor in respect of Collateral consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if required). All Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Administrative Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent and the Lenders) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 6.5.

6.5    Application of Proceeds. At such intervals as may be agreed upon by the Company and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent may apply all or any part of Proceeds held in any Collateral Account in payment of the Obligations in the following order:    

First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents;

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Second, to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders;

Third, to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and

Fourth, any balance remaining after the Obligations shall have been paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Company or to whomsoever may be lawfully entitled to receive the same.

6.6    Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold (including by credit bidding), free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any

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Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

6.7    Registration Rights. (a)(1) If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 6.6, and if in the opinion of the Administrative Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the relevant Grantor will cause the Issuer thereof to (i) execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the SEC applicable thereto. Each Grantor agrees to cause such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

(b)    Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.

(c)    Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable Requirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent and the Lenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this

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Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

6.8    Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the reasonable fees and disbursements of any attorneys employed by the Administrative Agent or any Lender to collect such deficiency.

SECTION 7. THE ADMINISTRATIVE AGENT

7.1    Administrative Agent’s Appointment as Attorney-in-Fact, etc. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:

(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or any material contract of any Grantor or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Receivable or any material contract of any Grantor or with respect to any other Collateral whenever payable;

(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Lenders’ security interest in such Intellectual Property and the goodwill (if applicable) and general intangibles of such Grantor relating thereto or represented thereby;

(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;

(iv) execute, in connection with any sale provided for in Section 6.6 or 6.7, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

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(v) (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3)(i) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and do, at the Administrative Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s and the Lenders’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Anything in this Section 7.1(a) to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1(a) (other than pursuant to clause (ii) thereof) unless an Event of Default shall have occurred and be continuing.

(b)    If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c)    The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due ABR Loans under the Credit Agreement, from the date of demand by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand.

(d)    Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

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7.2    Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

7.3    Financing Statements. Pursuant to any applicable law, each Grantor authorizes the Administrative Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Administrative Agent determines appropriate to perfect the security interests of the Administrative Agent under this Agreement. Each Grantor authorizes the Administrative Agent to use the collateral description “all personal property” in any such financing statements. Each Grantor hereby ratifies and authorizes the filing by the Administrative Agent of any financing statement with respect to the Collateral made prior to the Restatement Date. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

7.4    Authority of Administrative Agent. Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

SECTION 8. MISCELLANEOUS

8.1    Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with subsection 10.1 of the Credit Agreement.

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8.2    Notices. All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in subsection 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1.

8.3    No Waiver by Course of Conduct; Cumulative Remedies. Neither the Administrative Agent nor any Lender shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such Lender would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

8.4    Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent.

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

(c)    Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrowers would be required to do so pursuant to subsection 10.5 of the Credit Agreement.

(d)    The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

8.5    Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Administrative Agent and the Lenders and their successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent.

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8.6    Set-Off. Each Grantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default pursuant to subsection 8(a) of the Credit Agreement shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Grantor, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative Agent or such Lender to or for the credit or the account of such Grantor, or any part thereof in such amounts as the Administrative Agent or such Lender may elect, against and on account of the obligations and liabilities of such Grantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Grantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or any Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent and each Lender shall notify such Grantor promptly of any such set-off and the application made by the Administrative Agent or such Lender of the proceeds thereof, provided that (a) the failure to give such notice shall not affect the validity of such set-off and application and (b) to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligations,” no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. The rights of the Administrative Agent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

8.7    Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

8.8    Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.9    Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

8.10    Integration. This Agreement and the other Loan Documents represent the agreement of the Grantors, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents.

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8.11    GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

8.12    Submission To Jurisdiction; Waivers. Each Grantor hereby irrevocably and unconditionally:    

(a)    submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof; provided, that nothing contained herein or in any other Loan Document will prevent any Lender or the Administrative Agent from bringing any action to enforce any award or judgment or exercise any right under the Security Documents or against any Collateral or any other property of any Loan Party in any other forum in which jurisdiction can be established;

(b)    consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)    agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 8.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d)    agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e)    waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

8.13    Acknowledgements. Each Grantor hereby acknowledges that:

(a)    it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

(b)    neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

31

(c)    no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Grantors and the Lenders.

8.14    Additional Grantors. Each Domestic Subsidiary of the Company that is required to become a party to this Agreement pursuant to Section 6.9 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Domestic Subsidiary of an Assumption Agreement in the form of Annex 1 hereto. For the avoidance of doubt, only Domestic Loan Parties shall be parties to this Agreement (unless the Administrative Agent and the Company otherwise agree, in which case this Agreement shall be amended in accordance with Sections 2.29(d) and Section 10.1(b)(iii) of the Credit Agreement to reflect such terms and limitations with respect to any Foreign Loan Parties (subject to applicable legal, tax, accounting, regulatory and other similar considerations) as the Administrative Agent and the Company shall reasonably agree).

8.15    Releases. (a) At such time as the Loans, the Reimbursement Obligations and the other Obligations shall have been paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), the Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral held by the Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

(b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, the Liens created hereby shall automatically terminate and be released with respect to such Collateral, without the delivery of any instrument or performance of any act by any Person being necessary to give effect thereto. Upon the consummation of any such sale, transfer or other disposal of Collateral, the Administrative Agent shall deliver to the Grantors all such Collateral held by the Administrative Agent hereunder and, at the reasonable request and sole expense of such Grantor, execute and deliver to such Grantor releases or other documents desirable to evidence such termination or release. Any Lien (as defined in the Existing Guarantee and Collateral Agreement) created in favor of any secured party under the Existing Guarantee and Collateral Agreement against any Collateral that was sold, transferred or otherwise disposed of, or purportedly sold, transferred or otherwise disposed of, by any Grantor prior to the date hereof in a transaction permitted under the Existing Credit Agreement, is hereby terminated and released with respect such Collateral effective as of the date of such sale, transfer or other disposition or purported sale, transfer or other disposition. At the request and sole expense of the Company, a Subsidiary Guarantor shall

32

be released from its obligations hereunder in the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement or such Subsidiary is no longer required by the Loan Documents to be (and the Company notifies the Administrative Agent that such Subsidiary shall no longer be) a Subsidiary Guarantor; provided that the Company shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Company stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

8.16    WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

8.17    Amendment and Restatement. (a) This Agreement amends and restates the Existing Guarantee and Collateral Agreement. All terms, conditions, agreements, covenants and representations and warranties contained in the Existing Guarantee and Collateral Agreement remain in full force and effect, except as expressly amended herein. Nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of any Loan Party for the Primary Obligations or of any other Grantor for the Guarantor Obligations incurred before the Restatement Date and the security interests, Liens and other interests in the Collateral granted, pledged and or assigned by the Grantors to the Administrative Agent pursuant to the Existing Guarantee and Collateral Agreement.

(b) The amendment and restatement herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of the obligations, liabilities and indebtedness of the Grantors evidenced by or arising under the Existing Guarantee and Collateral Agreement and the other Loan Documents, and the Lien and security interests securing such obligations, liabilities and indebtedness, which shall continue in full force and effect and shall not in any manner be impaired, limited, terminated, waived or released.

(c) Notwithstanding anything to the contrary herein or in any other Loan Document, any term, condition, agreement, covenant or representation or warranty amended by this Agreement shall be deemed to have been so amended for all periods prior to the Restatement Date (regardless of whether such amendment by its terms purports to apply as of a certain date), and during all such periods no Grantor shall have been required, or be liable for any failure, to comply with any such provision except as amended by this Agreement.

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IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered, and amended and restated as set forth herein.

TENNECO INC.
By:	/s/ Paul D. Novas
	Name:	Paul D. Novas
	Title:	Vice President, Finance
TENNECO AUTOMOTIVE OPERATING COMPANY INC.
By:	/s/ Paul D. Novas
	Name:	Paul D. Novas
	Title:	Vice President, Finance
TENNECO INTERNATIONAL HOLDING CORP.
By:	/s/ Paul D. Novas
	Name:	Paul D. Novas
	Title:	Vice President, Finance
TENNECO GLOBAL HOLDINGS INC.
By:	/s/ Paul D. Novas
	Name:	Paul D. Novas
	Title:	Vice President, Finance

THE PULLMAN COMPANY
By:	/s/ Paul D. Novas
	Name:	Paul D. Novas
	Title:	Vice President, Finance
TMC TEXAS INC.
By:	/s/ Paul D. Novas
	Name:	Paul D. Novas
	Title:	Vice President, Finance
CLEVITE INDUSTRIES INC.
By:	/s/ Paul D. Novas
	Name:	Paul D. Novas
	Title:	Vice President, Finance

Acknowledged and Agreed as of the date hereof:
JPMORGAN CHASE BANK, N.A. as Administrative Agent
By:	/s/ Gene Riego de Dios
	Name: Gene Riego de Dios
	Title: Executive Director

ACKNOWLEDGEMENT AND CONSENT

The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement dated as of May 12, 2017 (the “Agreement”), made by the Grantors parties thereto for the benefit of JPMorgan Chase Bank, N.A., as Administrative Agent. The undersigned agrees for the benefit of the Administrative Agent and the Lenders as follows:    

1.    The undersigned will be bound by the terms of the Agreement and will comply with such terms insofar as such terms are applicable to the undersigned.

2.    The undersigned will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.7(a) of the Agreement.

3.    The terms of Sections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 of the Agreement.

[NAME OF ISSUER]
By:
	Name:
	Title:
Address for Notices:
Fax:

SCHEDULE 1

NOTICE ADDRESSES OF GUARANTORS

The notice address of all Guarantors is:

[Guarantor Name]

Attn:    Vice President, Finance

500 North Field Drive

Lake Forest, Illinois 60045

with a copy to:

Tenneco Automotive Operating Company Inc.

Attn:    General Counsel

500 North Field Drive

Lake Forest, Illinois 60045

Schedule 1

SCHEDULE 2

DESCRIPTION OF INVESTMENT PROPERTY

PART I: PLEDGED STOCK

Tenneco Inc.

	ISSUER	NO. OF SHARES	CLASS OF STOCK	STOCK CERTIFICATE	ISSUED/AUTHORIZED TOTAL NO. OF SHARES
1.	Tenneco Automotive Operating Company Inc. (Delaware)	231	Common	9	231/250
2.	Tenneco Automotive Inc. (Nevada)	200	Common	1	200/200
3.	Tenneco GmbH (Germany)	30,000		31	542,000/542,000

Tenneco Automotive Operating Company Inc.

	ISSUER	NO. OF SHARES	CLASS OF STOCK	STOCK CERTIFICATE	ISSUED/AUTHORIZED TOTAL NO. OF SHARES
1.	Precision Modular Assembly Corp. (Delaware)	200	Common	3	200/200
2.	Tenneco Asheville Inc. (Delaware)	200	Common	5	200/200
3.	Tenneco Asia Inc. (Delaware)	200	Common	5	200/200
4.	Tenneco Automotive RSA Company (Delaware)	200	Common	3	200/200
5.	Tenneco Automotive Second RSA Company (Delaware)	100	Common	1	100/1000
6.	Tenneco Automotive Trading Company (Delaware)	1000	Common	5	1000/1000
7.	Tenneco Brake Inc. (Delaware)	1000	Common	7	1000/1000
8.	Tenneco Europe Limited (Delaware)	200	Common	7	200/400
9.	Tenneco International Holding Corp. (Delaware)	818.18072	Common	16	818.18072/5000
10.	The Pullman Company (Delaware)	221	Common	NC-5	221/250

¹  There is no stock certificate.

Schedule 2-1

11.	Maco Inversiones S.A. (Argentina)	214,500	Common	42	6,000,000/6,000,000
12.	TMC Texas Inc. (Delaware)	200	Common	4	200/200
13.	Walker Electronic Silencing Inc. (Delaware)	200	Common	6	200/200
14.	Walker Europe Inc. (Delaware)	200	Common	7	200/200
15.	Walker Manufacturing Company (Delaware)	200	Common	7	200/200
16.	Tenneco Automotive Walker Inc. (Delaware)	1,000	Common	1	1,000/1,000
17.	Tenneco (MUSA)3	25,000	Common	1, 3	25,000/1,000,000
18.	Tenneco (China) Co. Ltd.4	43,470,068	n/a	n/a	66,877,028 / N/A

Tenneco International Holding Corp. (100% owned by Tenneco Automotive Operating Company Inc.)

	ISSUER	NO. OF SHARES	CLASS OF STOCK	STOCK CERTIFICATE	ISSUED/AUTHORIZED TOTAL NO. OF SHARES
19.	Tenneco Global Holdings Inc. (Delaware)	315,000	Common	3	315,000/315,000
20.	Tenneco Canada Inc. (Ontario)	1,287	Common	2	1,950/1,000,000

Tenneco Global Holdings Inc. (100% owned by Tenneco International Holding Corp.).

	ISSUER	NO. OF SHARES	CLASS OF STOCK	STOCK CERTIFICATE	ISSUED/AUTHORIZED TOTAL NO. OF SHARES
21.	Fric-Rot S.A.I.C. (Argentina)	913,2885	Common	1, 3, 5, 6 & 7	1,427,940/1,427,940
22.	Tenneco Automotive Iberica, S.A. (Spain)	233,647	Common	1	354,011/354,011
23.	Maco Inversiones S.A. (Argentina)	3,685,499	Common	16	6,000,000/6,000,000
24.	Tenneco International Luxembourg SA (Luxembourg)	165,693,500		N/A	165,693,500 / N/A

²  This certificate was pledged pursuant to a stand-alone stock pledge agreement and is held in Argentina.

³  This entity was formerly known as Marzocchi U.S.A.

⁴  No. of Shares and Issued. Authorized Total No. of Shares is based on registered capital of Tenneco (China) Co. Ltd. Pledge evidenced by a stand-alone pledge agreement.

⁵  Tenneco Global Holdings Inc. owns 913,288 shares.

⁶  This certificate was pledged pursuant to a stand-alone stock pledge agreement and is held in Argentina.

Schedule 2-2

The Pullman Company

	ISSUER	NO. OF SHARES	CLASS OF STOCK	STOCK CERTIFICATE	ISSUED/AUTHORIZED TOTAL NO. OF SHARES
25.	Clevite Industries Inc. (Delaware)	1,000	Common	NC-1	1,000/1,000
26.	Pullman Standard Inc. (Delaware)	1,000	Common	NC-1	1,000/1,000
27.	Tenneco Brazil Ltda. (Brazil)	1,567,119,612.57	N/A	N/A	2,410,953,250 / N/A

⁷  Pledge Agreement for Tenneco Brazil Ltda. to be amended to reflect the additional pledge of shares by The Pullman Company post-closing pursuant to, and to the extent required by, the terms of this Agreement.

Schedule 2-3

SCHEDULE 2

DESCRIPTION OF INVESTMENT PROPERTY

Part II: PLEDGED NOTES

Tenneco Automotive Operating Company Inc.

Promissory Note No. 2, dated as of November 19, 2001, made by Tenneco Automotive Brasil Ltda, in the initial principal amount of $10,000,000 and payable to Tenneco Automotive Operating Company Inc. (subsequently transferred to The Pullman Company).

Promissory Note No. 1, dated as of June 30, 2000, made by Tenneco Automotive Brasil Ltda, in the initial principal amount of $35,000,000 and payable to The Pullman Company.

Tenneco Global Holdings Inc.

Promissory Note, dated as of November 21, 2014, made by Tenneco International Luxembourg S.à r.l., in the initial principal amount of $250,000 and payable to Tenneco Global Holdings Inc.

Schedule 2-4

SCHEDULE 3

FILINGS AND OTHER ACTIONS REQUIRED TO

PERFECT SECURITY INTERESTS

PART I: UNIFORM COMMERCIAL CODE FILINGS

Grantor	Filing Office
Tenneco Inc.	Delaware Secretary of State
Tenneco Automotive Operating Company Inc.	Delaware Secretary of State
Tenneco International Holding Corp.	Delaware Secretary of State
The Pullman Company	Delaware Secretary of State
Tenneco Global Holdings Inc.	Delaware Secretary of State
Clevite Industries Inc.	Delaware Secretary of State
TMC Texas Inc.	Delaware Secretary of State

Schedule 3-1

SCHEDULE 3

PART II: OTHER ACTIONS REQUIRED TO

PERFECT SECURITY INTERESTS

Pledged Stock Delivered

1. Tenneco Canada Inc. (Ontario)

2. Tenneco Automotive Iberica, S.A. (Spain)

3. Tenneco Automotive Inc.

4. Tenneco Automotive Operating Company Inc.

5. Precision Modular Assembly Corp.

6. Tenneco Ashville Inc.

7. Tenneco Asia Inc.

8. Tenneco Automotive RSA Company

9. Tenneco Automotive Second RSA Company

10. Tenneco Automotive Trading Company

11. Tenneco Brake, Inc.

12. Tenneco Europe Limited

13. Tenneco International Holding Corp.

14. Tenneco Global Holdings Inc.

15. The Pullman Company

16. Clevite Industries Inc.

17. Pullman Standard Inc.

18. TMC Texas Inc.

19. Walker Electronic Silencing Inc.

20. Walker Europe, Inc.

21. Walker Manufacturing Company

22. Tenneco Automotive Walker Inc.

23. Maco Inversiones S.A.

24. Fric-Rot S.A.I.C.

25. Tenneco Marzocchi U.S.A.

Pledged Notes Delivered

1. Tenneco Automotive Brasil Ltda originally in favor of Tenneco Automotive Operating Company Inc., subsequently assigned to The Pullman Company

2. Tenneco Automotive Brasil Ltda in favor of The Pullman Company

Schedule 3-2

Filing(s) with the U.S. Patent and Trademark Office

1. Security Interest in United States Patents, by Tenneco Automotive Operating Company Inc., in favor of JP Morgan Chase Bank, as Administrative Agent.

2. Security Interest in United States Trademarks, by Tenneco Automotive Operating Company Inc., in favor of JPMorgan Chase Bank, as Administrative Agent.

3. Security Interest in United States Patents, by The Pullman Company, in favor of JPMorgan Chase Bank, as Administrative Agent.

4. Security Interest in United States Trademarks, by The Pullman Company, in favor of JPMorgan Chase Bank, as Administrative Agent.

Filings with the U.S. Copyright Office

1. Filings with the U.S. Copyright Office as contemplated by Schedule 6.

Execution of Pledge Agreements

1. Share Pledge Agreement for Tenneco Canada Inc. (Ontario)

2. Second Amended and Restated Stock Pledge Agreement for Fric-Rot S.A.I.C. (Argentina) and Maco Inversiones S.A. (Argentina)

3. Pledge Agreement for Tenneco Brazil Ltda. (Brazil)¹

4. Pledge Agreement for Tenneco GmbH (Germany)

5. Equity Interest Pledge Agreement for Tenneco (China) Co. Ltd.

Registration of Pledge Agreements in Foreign Jurisdictions

1. Registration of Spanish Stock Pledge in Stock Book of Tenneco Automotive Iberica

2. Registration of Argentinean Stock Pledges in Certificates and Stock Ledgers

3. Executive Side Letter regarding Argentinean Stock Certificate depositary

4. Registration of Brazilian Pledge with the Registry of commerce and the Court Record’s office of the city of Mogi Mirim²

5. Recording of the Mexican Pledge in the Shareholders Registry Book, endorsement in Certificate and physical delivery of the Certificate to the Administrative Agent.

¹  Pledge Agreement for Tenneco Brazil Ltda. to be amended to reflect the additional pledge of shares by The Pullman Company post-closing pursuant to, and to the extent required by, the terms of this Agreement.

²  Amended Pledge Agreement for Tenneco Brazil Ltda. described above to be registered on a post-closing basis, pursuant to, and to the extent required by, the terms of this Agreement.

Schedule 3-3

6. Approval of the Pledge Agreement for Tenneco (China) Co. Ltd. with the FTZ Management Committee and registration of the equity pledge with the local Administration of Industry and Commerce

Filings and Other Actions

The filings and other actions listed above are sufficient to perfect a security interest in Collateral to the extent security interests in such Collateral can be perfected by the filing of Financing Statements under Article 9 of the applicable UCC (the “Article 9 Collateral”). Additional actions may be required to perfect a security interest in Collateral other than the Article 9 Collateral.

Post-Closing Items

Pursuant to Sections 6.9(c) and 6.9(d) of the Credit Agreement, the Borrower may be required to take actions necessary or advisable to grant the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of certain Subsidiaries of the Borrower. This Schedule 3 does not purport to address the requirements for a valid perfected security interest in such Capital Stock, in any foreign intellectual property or in any Collateral that becomes Collateral after the date of the Agreement.

Schedule 3-4

SCHEDULE 4

LOCATION OF JURISDICTION OF ORGANIZATION

AND CHIEF EXECUTIVE OFFICE

	GRANTOR	JURISDICTION OF ORGANIZATION	LOCATION OF CHIEF EXECUTIVE OFFICE OR SOLE PLACE OF BUSINESS
1.	Tenneco Inc.	Delaware	500 North Field Drive, Lake Forest, IL 60045
2.	Tenneco Automotive Operating Company Inc.	Delaware	500 North Field Drive, Lake Forest, IL 60045
3.	Tenneco International Holding Corp.	Delaware	500 North Field Drive, Lake Forest, IL 60045
4.	Tenneco Global Holdings Inc.	Delaware	500 North Field Drive, Lake Forest, IL 60045
5.	The Pullman Company	Delaware	500 North Field Drive, Lake Forest, IL 60045
6.	TMC Texas Inc.	Delaware	500 North Field Drive, Lake Forest, IL 60045
7.	Clevite Industries Inc.	Delaware	500 North Field Drive, Lake Forest, IL 60045

Schedule 4

SCHEDULE 5

LOCATION OF INVENTORY AND EQUIPMENT

	Grantor	Location
1.	Tenneco Automotive Operating Company Inc.	Laubach Warehouse 2701 Rector Road Paragould, AR 72450
2.	Tenneco Automotive Operating Company Inc.	1601 Highway 49 B North Paragould, AR 72450
3.	Tenneco Automotive Operating Company Inc.	2000 Bolton Road Paragould, AR 72450
4.	Tenneco Automotive Operating Company Inc.	1301 S. Illinois Ave., Harrisburg, AR 72432
5.	Tenneco Automotive Operating Company Inc.	6925, 6935 Atlantic Avenue Long Beach, CA 90805
6.	Tenneco Automotive Operating Company Inc.	200 McIntyre Drive Hartwell, GA 30643
7.	Tenneco Automotive Operating Company Inc.	500 North Field Drive Lake Forest, IL 60045
8.	Tenneco Automotive Operating Company Inc.	605 Heathrow Drive Lincolnshire, IL 60069
9.	Tenneco Inc.	111 Growth Parkway Angola, Indiana 46703
10.	The Pullman Company Clevite Industries Inc.	503 Weatherhead Street Angola, IN 46703
11.	Tenneco Automotive Operating Company Inc.	4825 Hoffman Street Elkhart, IN 46516
12.	Tenneco Automotive Operating Company Inc.	1497 Gerber Street Ligonier, IN 46767
13.	Tenneco Automotive Operating Company Inc.	1490 Gerber Street Ligonier, IN 46767
14.	Tenneco Automotive Operating Company Inc.	3901 Willis Road (P.O. Box 157) Grass Lake, MI 49240
15.	Tenneco Automotive Operating Company Inc.	1493 Gerber Street Ligonier, IN 64767
16.	Tenneco Automotive Operating Company Inc.	2701 North Dettman Road Jackson, MI 49201

Schedule 5-1

17.	Tenneco Automotive Operating Company Inc.	126 Marshall Street Litchfield, MI 49252
18.	Tenneco Automotive Operating Company Inc.	929 Anderson Rd. Litchfield, MI 49252
19.	Tenneco Automotive Operating Company Inc.	904 Industrial Road Marshall, MI 49068
20.	Tenneco Automotive Operating Company Inc.	820 Industrial Way, Marshall, MI 49068
21.	Tenneco Automotive Operating Company Inc.	1 International Drive Monroe, MI 48161
22.	Tenneco Automotive Operating Company Inc.	13910 Lake Drive (Bolles Harbor) Monroe, MI
23.	Tenneco Automotive Operating Company Inc.	1529 North Vernon Street North Kansas City, MO 64116
24.	Tenneco Automotive Operating Company Inc.	600 West E Street Lincoln, NE 68522
25.	Tenneco Automotive Operating Company Inc.	1475 280th Road Seward, NE 68434
26.	The Pullman Company Clevite Industries Inc.	33 Lockwood Road Milan, OH 44846
27.	The Pullman Company Clevite Industries Inc.	Route 424 (11800 State Route 424) Napoleon, OH 43545
28.	Tenneco Automotive Operating Company Inc.	645 East Broad Street P.O. Box 119 Smithville, TN 37166
29.	Tenneco Automotive Operating Company Inc.	Foutch Warehouse- Smithville 400 Moog Blvd Smithville, TN 37166
30.	Tenneco Automotive Operating Company Inc.	1 Lone Star Pass Building 2 San Antonio, TX
31.	Tenneco Automotive Operating Company Inc.	3160 Abbott Lane Harrisonburg, VA 22801
32.	Tenneco Automotive Operating Company Inc.	10840 West Allan Road Hayward, WI 54843
33.	Tenneco Automotive Operating Company Inc.	2555 Woodman Ave Kettering, OH 45420

Schedule 5-2

34.	Tenneco Automotive Operating Company Inc.	Seward Bldg 80 Highway 150 South Seward, NE
35.	Tenneco Automotive Operating Company Inc.	Recon Warehouse 203 West St. Joe St Litchfield, MI 49252
36.	Tenneco Automotive Operating Company Inc.	TIFA / City of Litchfield Building 114 Simpson Litchfield, MI 49252
37.	Tenneco Automotive Operating Company Inc.	Elkhart 54900 CR 17 Elkhart, IN 46516
38.	Tenneco Automotive Operating Company Inc.	Harrisonburg 4930 Crowe Drive Mount Crawford, VA
39.	Tenneco Automotive Operating Company Inc.	Jeffersonville 4600 New Middle Road, Suite 1 Jeffersonville, IN Bridgeport Business Centre
40.	Tenneco Automotive Operating Company Inc.	Jeffersonville 800 Trey Street Jeffersonville, IN 47130
41.	Tenneco Automotive Operating Company Inc.	Kansas City 1425 Vernon St Kansas City, MO 64116 United States
42.	Tenneco Automotive Operating Company Inc.	Lansing 4722 N. Grand River Lansing, MI
43.	Tenneco Automotive Operating Company Inc.	Paragould Warehouse #1 Laubach Dr. Paragould, Arkansas 72450
44.	Tenneco Automotive Operating Company Inc.	Spring Hill 715 Beechcroft Road, Suite 500 Spring Hill, Tennessee 37174 Spring Hill, TN 37174

Schedule 5-3

SCHEDULE 6

INTELLECTUAL PROPERTY

COPYRIGHTS

Registered Copyrights

1. Registration Number:	TX-4-813-381
Title:	Quiet-Flow exhaust systems 1980 and newer passenger car and truck:
	1998 master catalog.
Description:	768 p.
Claimant:	acTenneco Automotive, Inc. (now TAOCI)
Created:	1997
Published:	31Dec97
Registered:	28Apr00
Miscellaneous:	C.O. corres.
2. Registration Number:	TX-6-177-896
Title:	Exhaust system acoustics and backpressure.
Note:	Cataloged from appl.
Claimant:	acTenneco Automotive Operating Company, Inc.
Created:	2005
Published:	29Mar05
Registered:	25Apr05
3. Registration Number:	TXu-1-223-170
Title:	Engine exhaust after treatment mechanical, thermal and production
	knowledge base.
Note:	Cataloged from appl. only.
Claimant:	acTenneco Automotive
Created:	2005
Registered:	20Jun05
4. Registration Number:	TX0006828850
Title:	Quick-Strut Installation Instructions
Note:	C.O. corres.
Claimant:	Tenneco Automotive Operating Company Inc.
Created:	2003
Published:	01May2004
Registered:	28Feb08

Schedule 6-1

5. Registration Number:	TX0007102555
Title:	QUICK-STRUT INSTALLATION INSTRUCTIONS
Note:	C.O. corres.
Claimant:	Tenneco Automotive Operating Company Inc.
Created:	2003
Published:	13May2003
Registered:	07Feb2008
6. Registration Number:	PAu000125783
Title:	[The Vital connection]
Note:	Deposit consists of 1 sound cassette (deposited in lieu of tape) & synopsis (2 p.). Title from synopsis
Claimant:	Monroe Auto Equipment Company
Created:	1979
Registered:	10May1979
7. Registration Number:	2013F00087597
Title:	Wings Logo China Copyright
Note:	NA
Claimant:	Tenneco Automotive Operating Company Inc.
Created:	2013
Registered:	01April2013
8. Registration Number:	TXu 2-016-686
Title:	Controller_sf.h
Note:	NA
Claimant:	Tenneco Automotive Operating Company Inc.
Created:	2016
Registered:	18April2016
9. Registration Number:	TXu 2-014-312
Title:	Controller_sf.c
Note:	NA
Claimant:	Tenneco Automotive Operating Company Inc.
Created:	2016
Registered:	18April2016

Schedule 6-2

10. Registration Number:	TXu 2-021-512
Title:	Controller_v2_sf.h
Note:	NA
Claimant:	Tenneco Automotive Operating Company Inc.
Created:	2016
Registered:	05July2016
11. Registration Number:	TXu 2-021-523
Title:	Controller_v2_sf.c
Note:	NA
Claimant:	Tenneco Automotive Operating Company Inc.
Created:	2016
Registered:	05July2016
12. Registration Number:	TXu 2-021-508
Title:	AcocarActiveQCarCtrl_v2
Note:	NA
Claimant:	Tenneco Automotive Operating Company Inc.
Created:	2016
Registered:	05July2016

Unregistered Copyrights

The Grantors may have unregistered copyrights in various types of material prepared within the conduct of their business. These types of materials can include all written material, including but not limited to any catalogs, manuals, packaging, labels, and marketing materials for all products manufactured and sold by a Grantor, as well as pictorial, graphical and other audio-visual works, computer programs, video records, compilations of data, multimedia and derivative works. However, except as noted above, no registrations have been sought for these types of copyrightable materials, and it is not the policy of the Grantors to pursue registered copyrights for these materials.

Copyright Licenses

Copyright Licenses Granted By A Grantor

None

Copyright Licenses Granted To A Grantor

The Grantors have entered into various operational copyright licenses, such as software shrink wrap licenses, commensurate with an organization of their size, which may or may not expressly permit the applicable Grantor to grant a security interest in its rights under such license.

Schedule 6-3

PATENTS

United States Patents and Pending Patent Applications

See attached listing.

Foreign Patents and Pending Patent Applications

Any and all foreign patents and foreign patent applications, including any extensions thereof, which may be existing and owned by a Grantor either in its own name or registered under a prior name of such Grantor. At the request of the Administrative Agent, the Borrower will cause to be filed appropriate documentation to update the records of the foreign equivalent of the U.S. Patent and Trademark Office in the relevant jurisdiction to reflect ownership in the name of such Grantor.

Patent Licenses

Patent Licenses Granted By Any Grantor

1. Technology License Agreement between Amortiguadores, S.A. and Tenneco Automotive Operating Company Inc. dated July 15, 1993 (reviewed spring 2002) (TAOC technology to Venezuelan licensee)

2. Patent and Trademark License Agreement between Tenneco Automotive Inc. and Monroe Amortisor Imalat Ve Ticaret A.S. dated February 4, 2001 (TAI technology and trademarks)

3. Grantors have entered into agreements with Original Equipment Manufacturers (OEM Agreements) which may include a paid up, non-exclusive license to certain of Grantors’ technology

TRADEMARKS

United States Registered Trademark and Pending Applications

See attached listing.

Foreign Registered Trademarks and Pending Applications

Any and all foreign trademark registrations and foreign trademark applications, including any renewals thereof, which may be existing and owned by a Grantor either in its own name or registered under a prior name of such Grantor. At the request of the Administrative Agent, the Borrower will cause to be filed appropriate documentation to update the records of the foreign equivalent of the U.S. Patent and Trademark Office in the relevant jurisdiction to reflect ownership in the name of such Grantor.

Common Law Trademarks

Any and all trademarks to the extent existing at Common Law which may be used by a Grantor to indicate the source of their products or services.

Schedule 6-4

Trademark Licenses

Trademark Licenses Granted By Any Grantor

1. Trademark License Agreement between Cycle Source Group LLC and Tenneco Automotive Operating Company Inc. undated (TAOC trademarks)

2. Patent and Trademark License Agreement between Tenneco Automotive Inc. and Monroe Amortisor Imalat Ve Ticaret A.S. dated February 4, 2001 (TAI technology and trademarks)

3. License Agreement from Tenneco Automotive Operating Company Inc. to Canadian Tire Corp., Ltd. re MONROE and SAFETY TRIANGLE dated February 22, 2003

4. License Agreement from Tenneco Automotive Operating Company Inc. to Chamberlain Marketing Inc. re THRUSH & Design dated January 11, 2006

GENERAL LICENSES

The Grantors have entered into numerous and various types of intellectual property licenses with wholly-owned divisions, wholly-owned subsidiaries or joint venture companies within the Grantors’ organization. These agreements may allow the companies within Grantors’ organization to use various of Grantors’ owned intellectual property in the conduct of their business. The Grantors have also entered into various types of agreements with customers and suppliers which may contain intellectual property license grants. Such agreements may allow such customers and suppliers to use various Grantors’ owned intellectual property in the conduct of their businesses.

TRADE SECRET/PROPRIETARY INFORMATION

The Grantors may have trade secret and other rights in know-how and confidential or proprietary information including but not limited to, technologies in development, computer programs and other computer software (including software systems and applications), websites, domains, domain names, user interfaces, topographies, source code, object code, algorithms, display screens, layouts, development tools, instructions, templates, evaluation software and hardware, formulae, manufacturing, engineering and other drawings and manuals, technology, processes, designs, lab journals, notebooks, schematics, data plans, blueprints, research and development reports, technical information and engineering data design and engineering specification, customer lists and customer marketing information and similar materials all evidencing expertise in or information used in the Grantors’ business and the manufacturing, marketing and sale of Grantors’ products.

Schedule 6-5

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
Pullman	1316C-000066/US	TORQUE ROD BEARING ASSEMBLY	United States of America	Granted	Patent	09/190477	Nov-12-1998	6231264	May-15-2001	Nov-12-2018
Pullman	1316C-000069/US	HEADED SOLID ROD FOR TORQUE ROD SPACER	United States of America	Granted	Patent	09/340370	Jun-28-1999	6267526	Jul-31-2001	Jun-28-2019
Pullman	1316C-000070/US	CRIMPED BUSHING	United States of America	Granted	Patent	09/346836	Jul-02-1999	6430774	Aug-13-2002	Jul-02-2019
Pullman	1316C-000071/US	Torque Rod Apex Mount	United States of America	Granted	Patent	09/348152	Jul-06-1999	6270282	Aug-07-2001	Jul-06-2019
Pullman	1316C- 000073/US/CPA	NON-SLIP STA-BAR BUSHING	United States of America	Granted	Patent	10/075062	Feb-13-2002	6755403	Jun-29-2004	Feb-13-2022
Pullman	1316C- 000073/US/CPB	NON-SLIP STA-BAR BUSHING	United States of America	Granted	Patent	10/878622	Jun-28-2004	7114712	Oct-03-2006	Jun-28-2024
Pullman	1316C-000074/US	ONE PIECE TRAILING ARM FOR TORSIONAL SPRINGS	United States of America	Granted	Patent	09/549796	Apr-14-2000	6588778	Jul-08-2003	Apr-14-2020
Pullman	1316C-000075/US	UPPER SHOCK MOUNT ISOLATOR WITH INTEGRAL AIR SPRING HOUSING PIVOT BEARING	United States of America	Granted	Patent	10/348125	Jan-21-2003	6843472	Jan-18-2005	Jan-21-2023
Pullman	1316C-000077/US	LOW TORQUE PIVOT BUSHING	United States of America	Granted	Patent	10/074944	Feb-12-2002	6854917	Feb-15-2005	Feb-12-2022
Pullman	1316C-000078/US	HIGH COMPLIANCE MULTIPLE CHAMBER PISTON FOR FLUID DAMPED ELASTOMER DEVICES	United States of America	Granted	Patent	10/128902	Apr-24-2002	6698731	Mar-02-2004	Apr-24-2022
Pullman	1316C-000080/US	EXHAUST ISOLATOR SYSTEM	United States of America	Granted	Patent	10/079037	Feb-20-2002	6758300	Jul-06-2004	Feb-20-2022
Pullman	1316C-000081/US	HINGED/SPLIT REINFORCED CLAM SHELL BUSHING	United States of America	Granted	Patent	10/202287	Jul-24-2002	6513801	Feb-04-2003	Jul-24-2022
Pullman	1316C-000082/US	CAST APEX ADJUSTABLE V-TYPE TORQUE ROD	United States of America	Granted	Patent	11/332868	Jan-16-2006	7798503	Sep-21-2010	Jan-16-2026
Pullman	1316C-000088/US	HYDRAULICALLY DAMPED BODY MOUNT WITH BOLT- THROUGH CONSTRUCTION	United States of America	Granted	Patent	11/340208	Jan-26-2006	7584944	Sep-08-2009	Jan-26-2026

¹  Grantors are: The Pullman Company (“Pullman”) and Tenneco Automotive Operating Company Inc. (“TAOC”).

1

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
Pullman	1316C- 000088/US/DVA	HYDRAULICALLY DAMPED BODY MOUNT WITH BOLT-THROUGH CONSTRUCTION	United States of America	Granted	Patent	12/501618	Jul-13-2009	7922156	Apr-12-2011	Jul-13-2029
Pullman	1316C- 000091/US/01	SPLIT OUTER TUBE ANTI-WALKOUT BUSHING	United States of America	Granted	Patent	11/342928	Jan-30-2006	7451967	Nov-18-2008	Jan-30-2026
Pullman	1316C- 000092/US/RCE	Two Ring Intermediate Tube With Interlock	United States of America	Granted	Patent	11/507313	Aug-21-2006	8038132	Oct-18-2011	Aug-21-2026
Pullman	1316C- 000093/US	ISOLATOR	United States of America	Granted	Patent	11/233283	Sep-22-2005	7644911	Jan-12-2010	Sep-22-2025
Pullman	1316C- 000094/US	Exhaust Isolator With Improved Method Of Mounting	United States of America	Granted	Patent	11/511664	Aug-29-2006	7510043	Mar-31-2009	Aug-29-2026
Pullman	1316C- 000095/US/01	Very High Damping Body Mount	United States of America	Granted	Patent	11/827075	Jul-19-2006	7637486	Dec-29-2009	Jul-19-2026
Pullman	1316C- 000095/US/CPB	Very High Damping Body Mount, Subframe Mount Or Engine Mount With Bolt-Through Construction	United States of America	Granted	Patent	12/393052	Jul-19-2006	8177201	May-15-2012	Jul-19-2026
Pullman	1316C- 000095/US/CPC	Very High Damping Body Mount	United States of America	Granted	Patent	12/380793	Jul-19-2006	8231115	Jul-31-2012	Jul-19-2026
Pullman	1316C- 000100/US	End plated shear hub ISOLATOR	United States of America	Granted	Patent	12/043498	Mar-06-2008	8066266	Nov-29-2011	Mar-06-2028
Pullman	1316C- 000101/US	External Shear Hub Isolator	United States of America	Granted	Patent	12/045139	Mar-10-2008	8152146	Apr-10-2012	Mar-10-2028
Pullman	1316C- 000101/US/COC	External Shear Hub Isolator	United States of America	Granted	Patent	13/682799	Nov-21-2012	8646761	Feb-11-2014	Mar-10-2028
Pullman	1316C- 000101/US/CPA	External Shear Hub Isolator	United States of America	Granted	Patent	12/369024	Feb-11-2009	8376331	Feb-19-2013	Mar-10-2028
Pullman	1316C- 000103/US	Curled Bushing with Torsional Slip Feature	United States of America	Granted	Patent	12/061798	Apr-03-2008	8037573	Oct-18-2011	Apr-03-2028
Pullman	1316C- 000105/US	Vehicle Stabilizer Assembly with Elastomer Articulation (Heavy Truck Sway-bar)	United States of America	Granted	Patent	12/619792	Nov-17-2009	7883097	Feb-08-2011	Nov-17-2029
Pullman	1316C- 000108/US	2816 Tracked Vehicle backer Pad & Test method	United States of America	Granted	Patent	12/849915	Aug-04-2010	8347702	Jan-08-2013	Aug-04-2030
Pullman	1316C- 000110/US	COMPACT COULOMB DAMPER	United States of America	Granted	Patent	13/050032	Mar-17-2011	8794585	Aug-05-2014	Mar-17-2031
Pullman	1316C- 000110/US/CPB	COMPACT COULOMB DAMPER	United States of America	Granted	Patent	13/209613	Aug-15-2011	8794586	Aug-05-2014	Mar-17-2031

2

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
Pullman	1316C-000111/US	Through Hole Apex WITH Mold integrated seal & cushion	United States of America	Granted	Patent	13/021797	Feb-07-2011	8453787	Jun-04-2013	Feb-07-2031
Pullman	1316C-000112/US	Elastomeric Bushing with Multi-Piece Bar Pin	United States of America	Granted	Patent	12/911812	Oct-26-2010	8226100	Jul-24-2012	Oct-26-2030
Pullman	1316C-000113/US	Hybrid Cross Axis Ball Joint Bushing ( contact Jim Lewis before spending further prosecution funds)	United States of America	Granted	Patent	13/114149	May-24-2011	8616773	Dec-31-2013	May-24-2031
Pullman	1316C-000114/US	Isolator having Push & Turn Mounting	United States of America	Granted	Patent	13/008978	Jan-19-2011	8608117	Dec-17-2013	Jan-19-2031
Pullman	1316C-000115/US	Isolator Having Socket Mounting	United States of America	Granted	Patent	13/008998	Jan-19-2011	8366069	Feb-05-2013	Jan-19-2031
Pullman	1316C-000116/US	2832 Cab Suspension with Stabilizer Bar_	United States of America	Granted	Patent	13/899900	May-22-2013	9283993	Mar-15-2016	May-22-2033
Pullman	1316C- 000117/TH/01	Axially damped mount with bolt through construction and de-coupler	Thailand	Pending	Patent	1501001479	Sep-18-2013			Sep-18-2033
Pullman	1316C-000117/US	Axially damped mount with bolt through construction and de-coupler	United States of America	Granted	Patent	14/028606	Sep-17-2013	9097310	Aug-04-2015	Sep-17-2033
Pullman	1316C- 000117/US/COC	Axially damped mount with bolt through construction and de-coupler	United States of America	Pending	Patent	15/239,415	Aug-17-2016			Sep-17-2033
Pullman	1316C- 000117/US/DVB	Bolt Through Hydraulic Mount with and without a Decoupler	United States of America	Granted	Patent	14/754740	Jun-30-2015	9441704	Sep-13-2016	Sep-17-2033
Pullman	1316C-000118/US	2829 Thin Wall Mixed Material Torque Rod	United States of America	Granted	Patent	13/678933	Nov-16-2012	8777245	Jul-15-2014	Nov-16-2032
Pullman	1316C-000119/US	Spring eye bushings with interchangeable bar pins and base bushing cartridges	United States of America	Pending	Patent	13/862763	Apr-15-2013			Apr-15-2033
Pullman	1316C-000120/US	Improved Hydroelastic Fluids	United States of America	Granted	Patent	14/021164	Sep-09-2013	9133903	Sep-15-2015	Sep-09-2033
Pullman	1316C-000121/US	Suspended Ring Bumper	United States of America	Granted	Patent	14/190547	Feb-26-2014	9068620	Jun-30-2015	Feb-26-2034

3

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
Pullman	1316C-000123/US	Tuned Vibration Absorber	United States of America	Granted	Patent	14/282519	May-20-2014	9297435	Mar-29-2016	May-20-2034
Pullman	1316C-000124/US	Multi-Piece Bar Pin for Electomeric Bushing Assembly	United States of America	Pending	Patent	14/559129	Dec-03-2014			Dec-03-2034
Pullman	1316C- 000124/WO/POA	Multi- Piece Bar Pin for Elastomeric Bushing Assembly	World Intellectual Property Org. (WIPO)	Pending	Patent	PCT/ US2015/063216	Dec-01-2015			Jun-03-2018
Pullman	1316C-000125/US	Socket Isolator Mounting Apparatus	United States of America	Pending	Patent	14/678377	Apr-03-2015			Apr-03-2035
Pullman	1316C- 000125/US/COB	Socket Isolator Mounting	United States of America	Pending	Patent	15481765	Apr-07-2017			Apr-03-2035
Pullman	1316C- 000125/WO	Clamp-on Isolator Bracket	World Intellectual Property Org. (WIPO)	Pending	Patent	PCT/ IB2016/053287	Jun-03-2016			Mar-05-2018
Pullman	1316C- 000126/DE	Rubber Lockout Stopper	Germany	Pending	Patent	102016118625.2	Sep-30-2016			Sep-30-2036
Pullman	1316C-000126/US	Rubber Lockout Stopper	United States of America	Pending	Patent	1561185	Sep-09-2016			Sep-09-2036
Pullman	1316C-000127/US	Micro Shear-hub Isolator	United States of America	Pending	Patent	15/091210	Apr-05-2016			Apr-05-2036
Pullman	1316C- 000127/WO	Micro Shear-hub Isolator	World Intellectual Property Org. (WIPO)	Pending	Patent	PCT/ US2016/036876	Jun-10-2016			Jun-10-2020
Pullman	1316C- 000128/US/PS1	Top Mount Integral Anti-Vibration	United States of America	Pending	Patent	62359482	Jul-07-2016			Jul-07-2017
Pullman	1316C- 000129/DE	Vertical Hanger Isolator Assembly	Germany	Pending	Patent	102016110978.9	Jun-15-2016			Jun-15-2036
Pullman	1316C-000129/US	Vertical Hanger Isolator Assembly	United States of America	Pending	Patent	15/181,764	Jun-14-2016			Jun-14-2036
Pullman	1316C- 000130/US/PS1	Bushing with EPDM Blend	United States of America	Pending	Patent	62/382332	Sep-01-2016			Sep-01-2017
Pullman	1316C-000131- US/US	Vehicle Suspension Bushing Assembly and Method of Assembling The Same	United States of America	Pending	Patent	15480873	Apr-06-2017			Apr-06-2037
Pullman	1316C- 100069/DE	HEADED SOLID ROD FOR TORQUE ROD SPACER	Germany	Granted	Patent	10031454.6	Jun-28-2000	DE10031454B4	May-31-2012	Jun-28-2020
Pullman	1316C- 100073/MX/01	NON-SLIP STA-BAR BUSHING	Mexico	Granted	Patent	PA/a/ 2003/001214	Feb-10-2003	236778	May-11-2006	Feb-10-2023

4

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
Pullman	1316C-100074/MX	ONE PIECE TRAILING ARM FOR TORSIONAL SPRINGS	Mexico	Granted	Patent	PAa2001002761	Mar-16-2001	223569	Oct-19-2004	Mar-16-2021
Pullman	1316C-100080/BR	EXHAUST ISOLATOR SYSTEM	Brazil	Granted	Patent	P10300383-3	Feb-18-2003	PI03003833	Jun-24-2014	Jun-24-2024
Pullman	1316C-100080/DE	EXHAUST ISOLATOR SYSTEM	Germany	Granted	Patent	10307506-2	Feb-21-2003	DE10307506B4	May-31-2012	Feb-21-2023
Pullman	1316C-100080/MX	EXHAUST ISOLATOR SYSTEM	Mexico	Granted	Patent	PAa2003001369	Feb-14-2003	237812	Jun-15-2006	Feb-14-2023
Pullman	1316C-100082/KR	CAST APEX ADJUSTABLE V-TYPE TORQUE ROD	Korea (South)	Granted	Patent	2007-4740	Jan-16-2007	101338305	Nov-27-2013	Jan-16-2027
Pullman	1316C-100088/BR	HYDRAULICALLY DAMPED BODY MOUNT WITH BOLT- THROUGH CONSTRUCTION	Brazil	Pending	Patent	PI 0600179-3	Jan-26-2006			Jan-26-2026
Pullman	1316C-100088/DE	HYDRAULICALLY DAMPED BODY MOUNT WITH BOLT- THROUGH CONSTRUCTION	Germany	Pending	Patent	102006 003938.6	Jan-26-2006			Jan-26-2026
Pullman	1316C-100088/MX	HYDRAULICALLY DAMPED BODY MOUNT WITH BOLT- THROUGH CONSTRUCTION	Mexico	Granted	Patent	PA/a/ 2006/001001	Jan-25-2006	266928	May-22-2009	Jan-25-2026
Pullman	1316C- 100091/MX/01	SPLIT OUTER TUBE ANTI-WALKOUT BUSHING	Mexico	Granted	Patent	PA/a/ 2006/001924	Feb-17-2006	266927	May-22-2009	Feb-17-2026
Pullman	1316C-100092/BR/ 01	Two Ring Intermediate Tube With Interlock	Brazil	Pending	Patent	PI0616117.0	Aug-29-2006			Aug-29-2026
Pullman	1316C- 100092/CN/01	Two Ring Intermediate Tube With Interlock	China	Granted	Patent	2006 80031680.7	Aug-29-2006	ZL2006800316807	Dec-15-2010	Aug-29-2026
Pullman	1316C-100092/DE/ 01	Two Ring Intermediate Tube With Interlock	Germany	Granted	Patent	11 2006 002 321.7	Aug-29-2006	112006002321.7	May-28-2015	Aug-29-2026
Pullman	1316C-100093/BR/ 01	Shear Hub Void Design	Brazil	Pending	Patent	PI 0616334.3	Sep-06-2006			Sep-06-2026
Pullman	1316C- 100093/CN/01	Shear Hub Void Design	China	Granted	Patent	2006 80033454.2	Sep-06-2006	ZL 2006 80033454.2	Jun-06-2012	Sep-06-2026
Pullman	1316C-100093/DE/ 01	Shear Hub Void Design	Germany	Pending	Patent	11 2006 002536.8	Sep-06-2006			Sep-06-2026
Pullman	1316C-100093/JP/ 01	Shear Hub Void Design	Japan	Granted	Patent	2008-532250	Sep-06-2006	4874338	Dec-02-2011	Sep-06-2026

5

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
Pullman	1316C- 100093/KR/01	Shear Hub Void Design	Korea (South)	Granted	Patent	10-2008-7004539	Sep-06-2006	101315694	Oct-01-2013	Sep-06-2026
Pullman	1316C- 100094/BR/01	Exhaust Isolator With Improved Method Of Mounting	Brazil	Pending	Patent	PCT/ US2007/015121	Jun-28-2007			Jun-28-2027
Pullman	1316C- 100094/CN/01	Exhaust Isolator With Improved Method Of Mounting	China	Granted	Patent	PCT/ US2007/015121	Jun-28-2007	ZL200780032240.8	Jun-05-2013	Jun-28-2027
Pullman	1316C- 100094/DE/01	Exhaust Isolator With Improved Method Of Mounting	Germany	Pending	Patent	PCT/ US2007/015121	Jun-28-2007			Jun-28-2027
Pullman	1316C- 100094/JP/ 01	Exhaust Isolator With Improved Method Of Mounting	Japan	Granted	Patent	PCT/ US2007/015121	Jun-28-2007	4872000	Nov-25-2011	Jun-28-2027
Pullman	1316C- 100094/KR/01	Exhaust Isolator With Improved Method Of Mounting	Korea (South)	Pending	Patent	PCT/ US2007/015121	Jun-28-2007	101624731	May-20-2016	Jun-28-2027
Pullman	1316C- 100094/KR/02.	Exhaust Isolator With Improved Method Of Mounting	Korea (South)	Granted	Patent	10-2016-7013489	May-20-2016	101698733	Jan-16-2017	May-20-2036
Pullman	1316C- 100095/BR/01	Very High Damping Body Mount, Subframe Mount Or Engine Mount With Bolt- Through Construction	Brazil	Pending	Patent	PI 0714830-5	Jul-12-2007			Jul-12-2027
Pullman	1316C- 100095/CN/01	Very High Damping Body Mount, Subframe Mount Or Engine Mount With Bolt- Through Construction	China	Granted	Patent	2007 80026967.5	Jul-12-2007	ZL200780026967.5	Nov-27-2013	Jul-12-2027
Pullman	1316C- 100095/DE/01	Very High Damping Body Mount, Subframe Mount Or Engine Mount With Bolt- Through Construction	Germany	Granted	Patent	60 2007 035 680.6	Jul-12-2007	2047137	Mar-19-2014	Jul-12-2027
Pullman	1316C- 100095/EP/01	Very High Damping Body Mount, Subframe Mount Or Engine Mount With Bolt- Through Construction	European Patent Office (EPO)	Granted	Patent	07810369.4	Jul-12-2007	2047137	Mar-19-2014	Jul-12-2027
Pullman	1316C- 100095/TH	Very High Damping Body Mount	Thailand	Pending	Patent	0701003546	Jul-16-2007			Jul-16-2027
Pullman	1316C- 100101/BR/02	External Shear Hub Isolator	Brazil	Pending	Patent	PI 0909309.5	Mar-10-2009			Mar-10-2029

6

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
Pullman	1316C- 100101/CN/02	External Shear Hub Isolator	China	Granted	Patent	200980108381.2	Mar-10-2009	200980108381-2	Dec-12-2012	Mar-10-2029
Pullman	1316C- 100101/DE/02	External Shear Hub Isolator	Germany	Granted	Patent	11 2009 000 528.4	Mar-10-2009	1120090005284	Feb-23-2017	Mar-10-2029
Pullman	1316C- 100101/JP/02	External Shear Hub Isolator	Japan	Granted	Patent	2010-550812	Mar-10-2009	5417348	Nov-22-2013	Mar-10-2029
Pullman	1316C- 100101/KR/02	External Shear Hub Isolator	Korea (South)	Granted	Patent	2010-7020847	Mar-10-2009	2010-7020847	Jun-17-2016	Mar-10-2029
Pullman	1316C- 100101/KR/03	External Shear Hub Isolator	Korea (South)	Pending	Patent	10-2015-7016762	Sep-17-2010			Mar-10-2029
Pullman	1316C- 100103/BR/01	Curled Bushing with Torsional Slip Feature	Brazil	Pending	Patent	PI 0911275-8	Apr-01-2009			Apr-01-2029
Pullman	1316C- 100103/CN/01	Curled Bushing with Torsional Slip Feature	China	Granted	Patent	200980112301.0	Apr-01-2009	ZL200980112301.0	Apr-30-2014	Apr-01-2029
Pullman	1316C- 100103/EP/01	Curled Bushing with Torsional Slip Feature	European Patent Office (EPO)	Pending	Patent	09727207.4	Apr-01-2009			Apr-01-2029
Pullman	1316C- 100103/KR/01	Curled Bushing with Torsional Slip Feature	Korea (South)	Granted	Patent	10-2010-7024624	Apr-01-2009	101538422	Jul-15-2015	Apr-01-2029
Pullman	1316C- 100110/BR/01	COMPACT COULOMB DAMPER	Brazil	Pending	Patent	112013005050-0	Jul-11-2011			Jul-11-2031
Pullman	1316C- 100110/CN/01	COMPACT COULOMB DAMPER	China	Granted	Patent	2011 80032879.2	Jul-11-2011	ZL201180032879.2	Aug-19-2015	Jul-11-2031
Pullman	1316C- 100110/DE/01	COMPACT COULOMB DAMPER	Germany	Pending	Patent	11 2011 102983.7	Jul-11-2011			Jul-11-2031
Pullman	1316C- 100110/JP/01	COMPACT COULOMB DAMPER	Japan	Granted	Patent	2013-527075	Jul-11-2011	5721835	Apr-03-2015	Jul-11-2031
Pullman	1316C- 100110/JP/02	COMPACT COULOMB DAMPER	Japan	Pending	Patent	2014166832	Jul-11-2011			Jul-11-2031
Pullman	1316C- 100110/KR/01	COMPACT COULOMB DAMPER	Korea (South)	Pending	Patent	10-2013-7008494	Jul-11-2011			Jul-11-2031
Pullman	1316C- 100110/TH/01	COMPACT COULOMB DAMPER	Thailand	Pending	Patent	1301000954	Jul-11-2011			Jul-11-2031
Pullman	1316C- 100111/BR/01	Through Hole Apex WITH Mold integrated seal & cushion	Brazil	Pending	Patent	BR 112013020043-0	Jan-18-2012			Jan-18-2032
Pullman	1316C- 100111/CN/01	Through Hole Apex WITH Mold integrated seal & cushion	China	Granted	Patent	2012 80007929.6	Jan-18-2012	ZL201280007929.6	Sep-16-2015	Jan-18-2032
Pullman	1316C- 100111/DE/01	Through Hole Apex WITH Mold integrated seal & cushion	Germany	Pending	Patent	11 2012 000 705.0	Jan-18-2012			Jan-18-2032

7

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
Pullman	1316C- 100111/IN/01	Through Hole Apex WITH Mold integrated seal & cushion	India	Pending	Patent	6348/DELNP/ 2013	Jan-18-2012			Jan-18-2032
Pullman	1316C- 100111/JP/01	Through Hole Apex WITH Mold integrated seal & cushion	Japan	Granted	Patent	2013-553447	Jan-18-2012	5972289	Jul-22-2016	Jan-18-2032
Pullman	1316C- 100111/KR/01	Through Hole Apex WITH Mold integrated seal & cushion	Korea (South)	Pending	Patent	10-2013-7019986	Jan-18-2012			Jan-18-2032
Pullman	1316C- 100111/TH/01	Through Hole Apex WITH Mold integrated seal & cushion	Thailand	Pending	Patent	1301004349	Jan-18-2012			Jan-18-2032
Pullman	1316C- 100112/KR/01	Elastomeric Bushing with Multi-Piece Bar Pin	Korea (South)	Pending	Patent	10-2013-7006979	Aug-22-2011			Aug-22-2031
Pullman	1316C- 100112/MX/01	Elastomeric Bushing with Multi-Piece Bar Pin	Mexico	Granted	Patent	MX/a/ 2013/002284	Aug-22-2011	331767	Jul-21-2015	Aug-22-2031
Pullman	1316C- 100112/TH/01	Elastomeric Bushing with Multi-Piece Bar Pin	Thailand	Pending	Patent	1301002157	Aug-22-2011			Aug-22-2031
Pullman	1316C- 100113/JP/01	Hybrid Cross Axis Ball Joint Bushing	Japan	Granted	Patent	2013-534905	Aug-22-2011	5693739	Feb-13-2015	Aug-22-2031
Pullman	1316C- 100113/KR/01	Hybrid Cross Axis Ball Joint Bushing	Korea (South)	Pending	Patent	10-2013-7006980	Aug-22-2011			Aug-22-2031
Pullman	1316C- 100113/MX/01	Hybrid Cross Axis Ball Joint Bushing	Mexico	Granted	Patent	MX/a/ 2013/002285	Aug-22-2011	331574	Jul-14-2015	Aug-22-2031
Pullman	1316C- 100113/TH/01	Hybrid Cross Axis Ball Joint Bushing	Thailand	Pending	Patent	1301002064	Aug-22-2011			Aug-22-2031
Pullman	1316C- 100114/BR/01	Push & Turn Mounting	Brazil	Pending	Patent	112013016463-8	Dec-15-2011			Dec-15-2031
Pullman	1316C- 100114/CN/01	Push & Turn Mounting	China	Granted	Patent	2011 80059618.X	Dec-15-2011	ZL201180059618X	Sep-16-2015	Dec-15-2031
Pullman	1316C- 100114/DE/01	Push & Turn Mounting	Germany	Granted	Patent	11 2011 104 740.1	Dec-15-2011	1120117047401	Oct-06-2016	Dec-15-2031
Pullman	1316C- 100114/JP/01	Push & Turn Mounting	Japan	Granted	Patent	2013-550470	Dec-15-2011	6012631	Sep-30-2016	Dec-15-2031
Pullman	1316C- 100114/KR/01	Push & Turn Mounting	Korea (South)	Granted	Patent	10-2013-7017225	Dec-15-2011	101465676	Nov-20-2014	Dec-15-2031
Pullman	1316C- 100114/MX/01	Push & Turn Mounting	Mexico	Granted	Patent	MX/a/ 2013/005558	Dec-15-2011			Dec-15-2031
Pullman	1316C- 100114/TH/01	Push & Turn Mounting	Thailand	Pending	Patent	1301003940	Dec-15-2011			Dec-15-2031

8

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
Pullman	1316C-100115/BR/01	Isolator Having Socket Mounting	Brazil	Pending	Patent	PCT/ US2011/065103	Dec-15-2011			Dec-15-2031
Pullman	1316C-100115/CN/01	Isolator Having Socket Mounting	China	Granted	Patent	PCT/ US2011/065103	Dec-15-2011	ZL2011800596550	Sep-30-2015	Dec-15-2031
Pullman	1316C-100115/DE/01	Isolator Having Socket Mounting	Germany	Granted	Patent	PCT/ US2011/065103	Dec-15-2011	112011047428	Nov-03-2016	Dec-15-2031
Pullman	1316C-100115/JP/01	Isolator Having Socket Mounting	Japan	Granted	Patent	PCT/ US2011/065103	Dec-15-2011	5819988	Oct-09-2015	Dec-15-2031
Pullman	1316C-100115/KR/01	Isolator Having Socket Mounting	Korea (South)	Granted	Patent	PCT/ US2011/065103	Dec-15-2011	101465675	Nov-20-2014	Dec-15-2031
Pullman	1316C-100115/TH/01	Isolator Having Socket Mounting	Thailand	Pending	Patent	PCT/ US2011/065103	Dec-15-2011			Dec-15-2031
Pullman	1316C-100117/BR/01	Axially damped mount with bolt through construction and de- coupler	Brazil	Pending	Patent	112015005012.3	Sep-18-2013			Sep-18-2033
Pullman	1316C-100117/CN/01	Bolt Through Hydraulic Mount with and without a Decoupler	China	Pending	Patent	201380046735.1	Sep-18-2013			Sep-18-2033
Pullman	1316C-100117/DE/01	Bolt Through Hydraulic Mount with and without a Decoupler	Germany	Pending	Patent	112013004566.4	Sep-18-2013			Sep-18-2033
Pullman	1316C-100117/JP/01	Bolt Through Hydraulic Mount With And Without A Decoupler	Japan	Pending	Patent	2015532161	Sep-18-2013			Sep-18-2033
Pullman	1316C-100117/KR/01	Axially damped mount with bolt through construction and de- coupler	Korea (South)	Pending	Patent	1020157005705	Sep-18-2013			Sep-18-2033
Pullman	1316C-100118/DE/01	Thin Wall Mixed Material Torque Rod	Germany	Pending	Patent	112013005484.1	Oct-23-2013			Oct-23-2033
Pullman	1316C-100119/CN/01	Elastomeric Bushing Assembly With Interchangeable Bar Pin	China	Pending	Patent	201480015662-4	Feb-28-2014			Feb-28-2034
Pullman	1316C-100125/CN-01	Clamp-on Isolator Bracket	China	Pending	Patent	PCT/ IB2016/053287	Jun-03-2016			Jun-03-2036
Pullman	1316C-100125/DE-01	Clamp-on Isolator Bracket	Germany	Pending	Patent	PCT/ IB2016/053287	Jun-03-2016			Jun-03-2036
TAOC	065730-00008/US	Shock Absorbers having a Composite Base Assembly with an Over-Molded Closure Insert	United States of America	Pending	Patent	14/952058	Nov-25-2015			Nov-25-2035
TAOC	065730-00009/US	SHOCK ABSORBERS HAVING A COMPOSITE BASE ASSEMBLY WITH AXIAL FLEXIBILITY COMPENSATION	United States of America	Pending	Patent	14/952047	Nov-25-2015			Nov-25-2035

9

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	065730-00010/WO	Shock Absorbers having a Composite Base Assembly with an Over- Molded Closure Insert	World Intellectual Property Org. (WIPO)	Pending	Patent	US2015062668	Nov-25-2015			May-26-2018
TAOC	065730-00011/WO	SHOCK ABSORBERS HAVING A COMPOSITE BASE ASSEMBLY WITH AXIAL FLEXIBILITY COMPENSATION	World Intellectual Property Org. (WIPO)	Pending	Patent	US2015062669	Nov-25-2015			May-26-2018
TAOC	065730-00012	Impact Reinforced Composite Spring Seat for a Shock Absorber	United States of America	Pending	Patent	15/006363	Jan-26-2016			Jan-26-2036
TAOC	065730-00013	Impact Reinforced Composite Spring Seat for a Shock Absorber	World Intellectual Property Org. (WIPO)	Pending	Patent	PCT/ US2016/014851	Jan-26-2016			Jul-26-2018
TAOC	065730-00013-CN	Impact Reinforced Composite Spring Seat for a Shock Absorber	China	Pending	Patent	PCT/ US2016/014851	Jan-26-2016			Jan-26-2036
TAOC	065730-00013-DE	Impact Reinforced Composite Spring Seat for a Shock Absorber	Germany	Pending	Patent	PCT/ US2016/014851	Jan-26-2016			Jan-26-2036
TAOC	065730-00014/US	Secondary Dampening Assembly for Shock Absorber	United States of America	Granted	Patent	15/014625	Feb-03-2016	US9605726	Mar-28-2017	Feb-03-2036
TAOC	065730-00015	Secondary Dampening Assembly for Shock Absorber	World Intellectual Property Org. (WIPO)	Pending	Patent	PCT/ US2016/016296	Feb-03-2016			Aug-03-2018
TAOC	065730-00016/US	Secondary Dampening Assembly for Shock Absorber	United States of America	Pending	Patent	15/017056	Feb-05-2016			Feb-05-2036
TAOC	065730-00017	Secondary Dampening Assembly for Shock Absorber	World Intellectual Property Org. (WIPO)	Pending	Patent	PCT/ US2016/016812	Feb-05-2016			Aug-06-2018
TAOC	1316E-000001/US	Mobile Diesel Selective Catalytic Reduction Systems and Methods	United States of America	Granted	Patent	10/718839	Nov-20-2003	6941746	Sep-13-2005	Nov-20-2023

10

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316E-000002/US	SYSTEM & METHOD FOR REDUCING NOx IN COMBUSTION EXHAUST STREAMS	United States of America	Granted	Patent	10/298981	Nov-18-2002	6865881	Mar-15-2005	Nov-18-2022
TAOC	1316E-000003/US	METHODS & APPARATUS FOR INJECTING ATOMIZED FLUID	United States of America	Granted	Patent	11/112039	Apr-22-2005	7467749	Dec-23-2008	Apr-22-2025
TAOC	1316E- 000003/US/CPD	METHODS & APPARATUS FOR INJECTING ATOMIZED FLUID	United States of America	Granted	Patent	12/275539	Nov-21-2008	8047452	Nov-01-2011	Nov-21-2028
TAOC	1316E- 000004/US/01	Methods And Apparatus For Injecting Atomized Fluid at a Low Flow Rate	United States of America	Granted	Patent	11/754872	May-29-2007	7861520	Jan-04-2011	May-29-2027
TAOC	1316E- 000005/US/01	Dual Injector System for Diesel Emissions Control	United States of America	Granted	Patent	11/870012	Oct-10-2007	8109077	Feb-07-2012	Oct-10-2027
TAOC	1316E- 000007/US/01	Pressure Swirl Flow Injector With Reduced Flow Variability And Return Flow	United States of America	Granted	Patent	13/023870	Feb-09-2011	8998114	Apr-07-2015	Feb-09-2031
TAOC	1316E- 000007/US/CPB	Gen 3 Injector	United States of America	Granted	Patent	13/164976	Jun-21-2011	8740113	Jun-03-2014	Feb-09-2031
TAOC	1316E- 000007/US/CPC	Gen 3 Injector (Flux Bridge)	United States of America	Granted	Patent	13/220980	Aug-30-2011	8973895	Mar-10-2015	Feb-09-2031
TAOC	1316E- 000007/US/CPF	Gen 3 Injector	United States of America	Pending	Patent	14/641820	Mar-09-2015			Feb-09-2031
TAOC	1316E- 000007/US/DVG	Gen 3 Injector	United States of America	Pending	Patent	14/642819	Mar-10-2015			Feb-09-2031
TAOC	1316E- 100003/EP/01/DE	METHODS & APPARATUS FOR INJECTING ATOMIZED FLUID	Germany	Granted	Patent	05 741 327.0	Apr-25-2005	1751407	Jan-04-2012	Apr-25-2025
TAOC	1316E-100003/JP/ 05	METHODS & APPARATUS FOR INJECTING ATOMIZED FLUID	Japan	Granted	Patent	2011- 537448	Sep-30-2009	5728387	Apr-10-2015	Sep-30-2029
TAOC	1316E- 100004/CN/01	Methods And Apparatus For Injecting Atomized Fluid at a Low Flow Rate	China	Granted	Patent	2007 80019816.7	May-29-2007	ZL2007 800198167	May-04-2011	May-29-2027
TAOC	1316E- 100004/DE/01	Methods And Apparatus For Injecting Atomized Fluid at a Low Flow Rate	Germany	Granted	Patent	07777292.9	May-29-2007	602007032402.5	Aug-21-2013	May-29-2027

11

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316E-100004/EP/01	Methods And Apparatus For Injecting Atomized Fluid at a Low Flow Rate	European Patent Office (EPO)	Granted	Patent	07 777 292.9	May-29-2007	2032809	Aug-21-2013	May-29-2027
TAOC	1316E-100004/EP/03	Methods And Apparatus For Injecting Atomized Fluid at a Low Flow Rate	European Patent Office (EPO)	Granted	Patent	13004119.7	May-29-2007	2700792	Nov-16-2016	May-29-2027
TAOC	1316E-100004/EP/03-DE	Methods And Apparatus For Injecting Atomized Fluid at a Low Flow Rate	Germany	Granted	Patent	13004119.7	May-29-2007	2700792	Nov-16-2016	May-29-2027
TAOC	1316E-100004/IN/01	Methods And Apparatus For Injecting Atomized Fluid at a Low Flow Rate	India	Granted	Patent	6308/CHENP/2008	May-29-2007	273696	Jun-23-2016	May-29-2027
TAOC	1316E-100004/JP/01	Methods And Apparatus For Injecting Atomized Fluid at a Low Flow Rate	Japan	Granted	Patent	2009-513217	May-29-2007	5161207	Dec-21-2012	May-29-2027
TAOC	1316E-100004/KR/01	Methods And Apparatus For Injecting Atomized Fluid at a Low Flow Rate	Korea (South)	Granted	Patent	10-2008-028862	May-29-2007	101460967	Nov-06-2014	May-29-2027
TAOC	1316E-100005/CN/01	Dual Injector System for Diesel Emissions Control	China	Granted	Patent	2007 80038145.9	Oct-11-2007	2007800381459	Mar-06-2013	Oct-11-2027
TAOC	1316E-100005/EP/01	Dual Injector System for Diesel Emissions Control	European Patent Office (EPO)	Granted	Patent	07852654.8	Oct-11-2007	2078141	Dec-09-2015	Oct-11-2027
TAOC	1316E-100005/EP/01-DE	Dual Injector System for Diesel Emissions Control	Germany	Granted	Patent	07852654.8	Oct-11-2007	2078141	Dec-09-2015	Oct-11-2027
TAOC	1316E-100005/IN/01	Dual Injector System for Diesel Emissions Control	India	Pending	Patent	1944/CHENP/2009	Oct-11-2007			Oct-11-2027
TAOC	1316E-100005/KR/01	Dual Injector System for Diesel Emissions Control	Korea (South)	Granted	Patent	10-2009-7007509	Oct-11-2007	101399049	May-19-2014	Oct-11-2027
TAOC	1316E-100005/MX/01	Dual Injector System for Diesel Emissions Control	Mexico	Granted	Patent	MX/a/2009/003860	Oct-11-2007	305236	Nov-13-2012	Oct-11-2027
TAOC	1316E-100005/TH/01	Dual Injector System for Diesel Emissions Control	Thailand	Pending	Patent	0701005136	Oct-10-2007			Oct-10-2027
TAOC	1316E-100007/BR/05	Gen 3 Injector	Brazil	Pending	Patent	11 2014 004347-7	Aug-28-2012			Aug-28-2032
TAOC	1316E-100007/CN/01	Gen 3 Injector	China	Granted	Patent	PCT/US2011/024208	Feb-09-2011	ZL201180018411.8	Mar-18-2015	Feb-09-2031
TAOC	1316E-100007/CN/02	Gen 3 Injector	China	Pending	Patent	201510076022.0	Feb-09-2011			Feb-09-2031
TAOC	1316E-100007/CN/04	Gen 3 Injector	China	Granted	Patent	201280022018.0	Jun-05-2012	201280022018-0	Feb-15-2017	Jun-05-2032
TAOC	1316E-100007/CN/05	Gen 3 Injector	China	Granted	Patent	201280042283.5	Aug-28-2012	201280042283-5	Aug-17-2016	Aug-28-2032

12

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316E-100007/DE/01	Gen 3 Injector	Germany	Pending	Patent	PCT/US2011/024208	Feb-09-2011			Feb-09-2031
TAOC	1316E-100007/DE/04	Gen 3 Injector	Germany	Pending	Patent	11 2012 002 573.3	Jun-05-2012			Jun-05-2032
TAOC	1316E-100007/DE/05	Gen 3 Injector	Germany	Pending	Patent	11 2012 003 626.3	Aug-28-2012			Aug-28-2032
TAOC	1316E-100007/IN/01	Gen 3 Injector	India	Pending	Patent	PCT/US2011/024208	Feb-09-2011			Feb-09-2031
TAOC	1316E-100007/IN/04	Gen 3 Injector	India	Pending	Patent	8373/DELNP/2013	Jun-05-2012			Jun-05-2032
TAOC	1316E-100007/IN/05	Gen 3 Injector	India	Pending	Patent	963/DELNP/2014	Aug-28-2012			Aug-28-2032
TAOC	1316E-100007/JP/01	Gen 3 Injector	Japan	Granted	Patent	PCT/US2011/024208	Feb-09-2011	5748781	May-22-2015	Feb-09-2031
TAOC	1316E-100007/JP/04	Gen 3 Injector	Japan	Pending	Patent	2014-516985	Jun-05-2012			Jun-05-2032
TAOC	1316E-100007/JP/05	Gen 3 Injector	Japan	Pending	Patent	2014-528507	Aug-28-2012			Aug-28-2032
TAOC	1316E-100007/KR/01	Gen 3 Injector	Korea (South)	Pending	Patent	1020127023283	Feb-09-2011			Feb-09-2031
TAOC	1316E-100007/KR/04	Gen 3 Injector	Korea (South)	Pending	Patent	10-2013-7033892	Jun-05-2012			Jun-05-2032
TAOC	1316E-100007/KR/05	Gen 3 Injector	Korea (South)	Pending	Patent	10-2014-7008019	Aug-28-2012			Aug-28-2032
TAOC	1316E-100007/TH/01	Gen 3 Injector	Thailand	Pending	Patent	PCT/US2011/024208	Feb-09-2011			Feb-09-2031
TAOC	1316E-100007/TH/04	Gen 3 Injector	Thailand	Pending	Patent	1301007148	Jun-05-2012			Jun-05-2032
TAOC	1316E-100007/TH/05	Gen 3 Injector	Thailand	Pending	Patent	1401000999	Aug-28-2012			Aug-28-2032
TAOC	1316I-001683/IN/02	Shock Absorber Staged Valving System	India	Pending	Patent	620/KOLNP/2011	Aug-12-2004			Aug-12-2024
TAOC	1316I-001756/CN/01	Shock Absorber with Frequency Dependent Passive Valve	China	Pending	Patent	PCT/US2015/016571	Feb-19-2015			Feb-19-2035
TAOC	1316I-001756/IN-01	Shock Absorber with Frequency Dependent Passive Valve	India	Pending	Patent	PCT/US2015/016571	Feb-19-2015			Feb-19-2035

13

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101633/BR/01	SOLENOID ACTUATED CONTINUOUSLY VARIABLE SERVO VALVE FOR ADJUSTING DAMPING IN SHOCK ABSORBERS AND STRUTS	Brazil	Granted	Patent	PI 0417400.3	Oct-07-2004	PI04174003	May-10-2016	May-10-2026
TAOC	1316I-101633/CN/01	SOLENOID ACTUATED CONTINUOUSLY VARIABLE SERVO VALVE FOR ADJUSTING DAMPING IN SHOCK ABSORBERS AND STRUTS	China	Granted	Patent	2004-80036379.6	Oct-07-2004	ZL200480036379.6	Apr-08-2009	Oct-07-2024
TAOC	1316I-101633/DE/01	SOLENOID ACTUATED CONTINUOUSLY VARIABLE SERVO VALVE FOR ADJUSTING DAMPING IN SHOCK ABSORBERS AND STRUTS	Germany	Granted	Patent	11 2004 002 411.0	Oct-07-2004	1120040024110	Jan-21-2016	Oct-07-2024
TAOC	1316I-101633/IN/01	SOLENOID ACTUATED CONTINUOUSLY VARIABLE SERVO VALVE FOR ADJUSTING DAMPING IN SHOCK ABSORBERS AND STRUTS	India	Granted	Patent	3189/DELNP/2006	Oct-07-2004	254148	Sep-24-2012	Oct-07-2024
TAOC	1316I-101634/DE	Single Piece Piston	Germany	Granted	Patent	10035640.0	Jul-21-2000	10035640	Nov-16-2006	Jul-21-2020
TAOC	1316I-101634/JP	Single Piece Piston	Japan	Pending	Patent	2000-224707	Jul-26-2000			Jul-26-2020
TAOC	1316I-101637/JP	FULCRUM BLOW OFF VALVE FOR USE IN A SHOCK ABSORBER	Japan	Granted	Patent	2000163954	Jun-01-2000	3660857	Mar-25-2005	Jun-01-2020
TAOC	1316I-101639/BR/02	FREQUENCY DEPENDANT DAMPER	Brazil	Granted	Patent	PI 0104902.0	Oct-31-2001	PI 0104902-0	Sep-21-2010	Oct-31-2021
TAOC	1316I-101639/JP	FREQUENCY DEPENDANT DAMPER	Japan	Granted	Patent	26199499	Sep-16-1999	3609964	Oct-22-2004	Sep-16-2019
TAOC	1316I-101643/DE/02	Air Pressure Proportional Damper	Germany	Granted	Patent	11 2004 002412.9	Sep-27-2004	1120040024129	Jul-10-2014	Sep-27-2024
TAOC	1316I-101643/IN/02	Air Pressure Proportional Damper	India	Granted	Patent	3257/DELNP/2006	Sep-27-2004	261646	Jul-04-2014	Sep-27-2024
TAOC	1316I-101653/BR/01	Thermal Expansion Compensation Shock Absorber	Brazil	Pending	Patent	PI 0414797.9	Jun-04-2004			Jun-04-2024

14

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101653/CN/01	Thermal Expansion Compensation Shock Absorber	China	Granted	Patent	2004/80028025.7	Jun-04-2004	ZL2004 80028025.7	Apr-08-2009	Jun-04-2024
TAOC	1316I-101653/EP/01	Thermal Expansion Compensation Shock Absorber	European Patent Office (EPO)	Pending	Patent	04784599.5	Sep-21-2004			Sep-21-2024
TAOC	1316I-101653/IN/01	Thermal Expansion Compensation Shock Absorber	India	Granted	Patent	1591/DELNP/2006	Jun-04-2004	261738	Jul-11-2014	Jun-04-2024
TAOC	1316I-101655/EP/DE	Air Spring Assembly On Shock Absorber with Combined Seal	Germany	Granted	Patent	02011389-0	May-24-2002	60241436-9	Nov-02-2011	May-24-2022
TAOC	1316I-101659/BR	ACCELERATION SENSITIVE DAMPING FOR AUTOMOTIVE DAMPERS	Brazil	Granted	Patent	PI 0206325.5	Nov-19-2002	PI0206325.5	Dec-17-2013	Dec-17-2023
TAOC	1316I-101659/DE	ACCELERATION SENSITIVE DAMPING FOR AUTOMOTIVE DAMPERS	Germany	Granted	Patent	602 08 619.1-08	Nov-19-2002	1312828	Jan-11-2006	Nov-19-2022
TAOC	1316I-101659/EP	ACCELERATION SENSITIVE DAMPING FOR AUTOMOTIVE DAMPERS	European Patent Office (EPO)	Granted	Patent	02025876-0	Nov-19-2002	1312828	Jan-11-2006	Nov-19-2022
TAOC	1316I-101659/EP/FR	ACCELERATION SENSITIVE DAMPING FOR AUTOMOTIVE DAMPERS	France	Granted	Patent	02025876-0	Nov-19-2002	1312828	Jan-11-2006	Nov-19-2022
TAOC	1316I-101662/CN/01	Adjustable Damper with Valve Mounted In-Line	China	Granted	Patent	200480031042.6	Sep-10-2004	ZL200480031042.6	Feb-04-2009	Sep-10-2024
TAOC	1316I-101662/DE/01	Adjustable Damper with Valve Mounted In-Line	Germany	Pending	Patent	11 2004 001785.8	Sep-10-2004			Sep-10-2024
TAOC	1316I-101663/CN/01	AIR PRESSURE PORPORTIONAL DAMPER FOR SHOCK ABSORBER	China	Granted	Patent	2005 8000 4600.4	Jan-18-2005	ZL200580004600.4	Dec-10-2008	Jan-18-2025
TAOC	1316I-101663/JP/01	AIR PRESSURE PORPORTIONAL DAMPER FOR SHOCK ABSORBER	Japan	Granted	Patent	2006-553128	Jan-18-2005	4838150	Oct-07-2011	Jan-18-2025
TAOC	1316I-101669/EP/01	Stroke Dependent Bypass	European Patent Office (EPO)	Granted	Patent	04782103.8	Aug-25-2004	1664578	Apr-27-2016	Aug-25-2024

15

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101669/EP/01-DE	Stroke Dependent Bypass	Germany	Granted	Patent	04782103.8	Aug-25-2004	6020040492035	Apr-27-2016	Aug-25-2024
TAOC	1316I-101675/DE	TWIN PISTON SHOCK ABSORBER	Germany	Granted	Patent	102004013881.8	Mar-20-2004	102004013881.8	Aug-26-2010	Mar-20-2024
TAOC	1316I-101677/CN/01	Integrated Tagging System for an Electronic Shock Absorber	China	Granted	Patent	PCT/US2004/023403	Jul-20-2004	ZL2004 80030073.X	Oct-22-2008	Jul-20-2024
TAOC	1316I-101677/EP/01	Integrated Tagging System for an Electronic Shock Absorber	European Patent Office (EPO)	Granted	Patent	04778756.9	Jul-20-2004	EP1664583 B1	Feb-16-2011	Jul-20-2024
TAOC	1316I-101677/EP/01/DE	Integrated Tagging System for an Electronic Shock Absorber	Germany	Granted	Patent	04778756.9	Jul-20-2004	6020040314374	Feb-16-2011	Jul-20-2024
TAOC	1316I-101680/IN/01	Extra Support Area for Valve Disc on Piston	India	Pending	Patent	1640/DELNP/2006	Sep-15-2004			Sep-15-2024
TAOC	1316I-101682/CN/01	Adjustable Damper with Control Valve, Mounted in an External Collar	China	Granted	Patent	200480030695.2	Jul-19-2004	ZL200480030695.2	Aug-05-2009	Jul-19-2024
TAOC	1316I-101682/EP/01	Adjustable Damper with Control Valve, Mounted in an External Collar	European Patent Office (EPO)	Pending	Patent	04757120.3	Jul-19-2004			Jul-19-2024
TAOC	1316I-101684/IN/01	BOOSTER TO ADAPT AIR SPRING PRESSURE FOR FDD SHOCK ABSORBER	India	Pending	Patent	1459/DELNP/2006	Sep-08-2004			Sep-08-2024
TAOC	1316I-101690/BR/01	Monotube Piston Valving System with Selective Bleed	Brazil	Pending	Patent	PI 0414400.7	Aug-25-2004			Aug-25-2024
TAOC	1316I-101690/CN/01	Monotube Piston Valving System with Selective Bleed	China	Granted	Patent	2004 80029842.4	Aug-25-2004	ZL2004800298424	May-12-2010	Aug-25-2024
TAOC	1316I-101690/CN/02	Monotube Piston Valving System with Selective Bleed	China	Granted	Patent	2008 10186691.3	Aug-25-2004	ZL2008101866913	Feb-09-2011	Aug-25-2024
TAOC	1316I-101690/DE/02	Monotube Piston Valving System with Selective Bleed	Germany	Granted	Patent	11161224.8	Aug-25-2004	2333373	Oct-28-2015	Aug-25-2024
TAOC	1316I-101690/DE/03	Monotube Piston Valving System with Selective Bleed	Germany	Granted	Patent	111612263	Aug-25-2004	602004046052-4	Oct-22-2014	Aug-25-2024
TAOC	1316I-101690/DE/04	Monotube Piston Valving System with Selective Bleed	Germany	Granted	Patent	11161229.7	Aug-25-2004	2360390	Aug-03-2016	Aug-25-2024

16

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101690/EP/01	Monotube Piston Valving System with Selective Bleed	European Patent Office (EPO)	Granted	Patent	04782227.5	Aug-25-2004	1664579	Oct-03-2012	Aug-25-2024
TAOC	1316I-101690/EP/02	Monotube Piston Valving System with Selective Bleed	European Patent Office (EPO)	Granted	Patent	11161224.8	Aug-25-2004	2333373	Oct-28-2015	Aug-25-2024
TAOC	1316I-101690/EP/03	Monotube Piston Valving System with Selective Bleed	European Patent Office (EPO)	Granted	Patent	11161226.3	Aug-25-2004	2362114	Oct-22-2014	Aug-25-2024
TAOC	1316I-101690/EP/04	Monotube Piston Valving System with Selective Bleed	European Patent Office (EPO)	Granted	Patent	11161229.7	Aug-25-2004	2360390	Aug-03-2016	Aug-25-2024
TAOC	1316I-101690/EP/DE	Monotube Piston Valving System with Selective Bleed	Germany	Granted	Patent	04782227.5	Aug-25-2004	6020040395692	Oct-03-2012	Aug-25-2024
TAOC	1316I-101690/IN/01	Monotube Piston Valving System with Selective Bleed	India	Granted	Patent	878/KOLNP/06	Aug-25-2004	258950	Feb-21-2014	Aug-25-2024
TAOC	1316I-101690/IN/02	Monotube Piston Valving System with Selective Bleed	India	Pending	Patent	3283/KOLNP/2011	Aug-25-2004			Aug-25-2024
TAOC	1316I-101691/TH	NEW TOP CAP CRIMPING FOR AIR SPRING SUSPENSION	Thailand	Pending	Patent	0701006272	Dec-12-2007			Dec-12-2027
TAOC	1316I-101695/CN/01	Rod Guide and Seal System for Gas Filled Shock Absorbers	China	Granted	Patent	200580004808-6	Jan-26-2005	ZL200580004808-6	Dec-07-2011	Jan-26-2025
TAOC	1316I-101695/DE/01	Rod Guide and Seal System for Gas Filled Shock Absorbers	Germany	Granted	Patent	11 2005 000363.9	Jan-26-2005	1120050003639	Oct-22-2015	Jan-26-2025
TAOC	1316I-101695/JP/01	Rod Guide and Seal System for Gas Filled Shock Absorbers	Japan	Granted	Patent	2006-553141	Jan-26-2005	4890272	Dec-22-2011	Jan-26-2025
TAOC	1316I-101697/BR	SHOCK ABSORBER HAVING A HYDRAULIC SHOCK	Brazil	Pending	Patent	PI 0503647.0	Sep-08-2005			Sep-08-2025
TAOC	1316I-101697/DE	SHOCK ABSORBER HAVING A HYDRAULIC SHOCK	Germany	Pending	Patent	10 2005 040 584.3	Aug-22-2005			Aug-22-2025
TAOC	1316I-101698/IN/01	STROKE DEPENDENT DAMPING	India	Pending	Patent	2478/DELNP/2007	Sep-23-2005			Sep-23-2025

17

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101698/KR/01	STROKE DEPENDENT DAMPING	Korea (South)	Granted	Patent	2007 7012019	Sep-23-2005	101204432	Nov-19-2012	Sep-23-2025
TAOC	1316I-101699/BR	AUTOMATIC ORIENTATION OF THE TOP MOUNT	Brazil	Pending	Patent	PI 0504591.6	Sep-09-2005			Sep-09-2025
TAOC	1316I-101699/DE	AUTOMATIC ORIENTATION OF THE TOP MOUNT	Germany	Pending	Patent	10 2005 043191.7	Sep-09-2005			Sep-09-2025
TAOC	1316I-101702/BR/01	AMPLITUDE CONTROLLED ORIFICE VALVING	Brazil	Pending	Patent	PI 0516525.3	Oct-13-2005			Oct-13-2025
TAOC	1316I-101702/CN/01	AMPLITUDE CONTROLLED ORIFICE VALVING	China	Granted	Patent	2005 80035366.1	Oct-13-2005	ZL2005800353661	Jan-30-2013	Oct-13-2025
TAOC	1316I-101702/DE/01	AMPLITUDE CONTROLLED ORIFICE VALVING	Germany	Granted	Patent	11-2005 002 549.7	Oct-13-2005	112005002549.7	Mar-26-2015	Oct-13-2025
TAOC	1316I-101702/IN/01	AMPLITUDE CONTROLLED ORIFICE VALVING	India	Pending	Patent	2659/DELNP/2007	Oct-13-2005			Oct-13-2025
TAOC	1316I-101708/CN	FOUR PIECE PISTON FOR MTBO	China	Granted	Patent	2006 10138978.X	Jun-21-2006	2006 10138978X	Apr-18-2012	Jun-21-2026
TAOC	1316I-101708/DE	FOUR PIECE PISTON FOR MTBO	Germany	Pending	Patent	10 2006 028745.2	Jun-20-2006			Jun-20-2026
TAOC	1316I-101708/IN	FOUR PIECE PISTON FOR MTBO	India	Pending	Patent	1464/DEL/2006	Jun-21-2006			Jun-21-2026
TAOC	1316I-101709/CN	SEMI-ACTIVE ANTI-ROLL SYSTEM	China	Granted	Patent	2006.10086446.6	Jun-21-2006	ZL2006100864466	Dec-15-2010	Jun-21-2026
TAOC	1316I-101709/DE	SEMI-ACTIVE ANTI-ROLL SYSTEM	Germany	Pending	Patent	10 2006 028511.5	Jun-21-2006			Jun-21-2026
TAOC	1316I-101709/IN	SEMI-ACTIVE ANTI-ROLL SYSTEM	India	Pending	Patent	1460/DEL/2006	Jun-20-2006			Jun-20-2026
TAOC	1316I-101709/JP/01	SEMI-ACTIVE ANTI-ROLL SYSTEM	Japan	Granted	Patent	2006-171060	Jun-21-2006	5106797	Oct-12-2012	Jun-21-2026
TAOC	1316I-101715/BR/01	Continuously Variable Semi Active Valve For Shock Absorbers	Brazil	Pending	Patent	PI 0719780.2	Oct-10-2007			Oct-10-2027
TAOC	1316I-101715/CN/01	Continuously Variable Semi Active Valve For Shock Absorbers	China	Granted	Patent	2007 80038088.4	Oct-10-2007	ZL2007 800380884	May-30-2012	Oct-10-2027
TAOC	1316I-101715/CN/02	Continuously Variable Semi Active Valve For Shock Absorbers	China	Granted	Patent	2011 10201479.1	Oct-10-2007	2011102014791	Apr-09-2014	Oct-10-2027

18

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101715/DE/01	Continuously Variable Semi Active Valve For Shock Absorbers	Germany	Pending	Patent	11 2007 002377.5	Oct-10-2007			Oct-10-2027
TAOC	1316I-101715/IN/01	Continuously Variable Semi Active Valve For Shock Absorbers	India	Pending	Patent	01961/CHENP/2009	Oct-10-2007			Oct-10-2027
TAOC	1316I-101715/JP/01	Continuously Variable Semi Active Valve For Shock Absorbers	Japan	Pending	Patent	2009-532392	Oct-10-2007			Oct-10-2027
TAOC	1316I-101715/TH	Continuously Variable Semi Active Valve For Shock Absorbers	Thailand	Granted	Patent	0701005113	Oct-10-2007	46027	Sep-22-2015	Oct-10-2027
TAOC	1316I-101716/CN/01	SHOCK ABSORBER HAVING A CONTINUOUSLY VARIABLE VALVE WITH SOFT VALVING	China	Granted	Patent	2008 80011856.1	Apr-15-2008	ZL2008 80011856.1	Jan-09-2013	Apr-15-2028
TAOC	1316I-101716/CN/02	SHOCK ABSORBER HAVING A CONTINUOUSLY VARIABLE VALVE WITH SOFT VALVING	China	Granted	Patent	2012105130498	Apr-15-2008	ZL2012105130498	Jul-01-2015	Apr-15-2028
TAOC	1316I-101716/DE/01	SHOCK ABSORBER HAVING A CONTINUOUSLY VARIABLE VALVE WITH SOFT VALVING	Germany	Pending	Patent	1120080006660	Apr-15-2008			Apr-15-2028
TAOC	1316I-101716/IN/01	SHOCK ABSORBER HAVING A CONTINUOUSLY VARIABLE VALVE WITH SOFT VALVING	India	Pending	Patent	1697/MUMP/2009	Apr-15-2008			Apr-15-2028
TAOC	1316I-101716/JP/03	SHOCK ABSORBER HAVING A CONTINUOUSLY VARIABLE VALVE WITH SOFT VALVING	Japan	Pending	Patent	2014243996	Apr-15-2008			Apr-15-2028
TAOC	1316I-101716/JP/04	SHOCK ABSORBER HAVING A CONTINUOUSLY VARIABLE VALVE WITH SOFT VALVING	Japan	Pending	Patent	2014244002	Apr-15-2008			Apr-15-2028

19

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101716/KR/01	SHOCK ABSORBER HAVING A CONTINUOUSLY VARIABLE VALVE WITH SOFT VALVING	Korea (South)	Granted	Patent	10 2009 7021375	Apr-15-2008	101454050	Oct-16-2014	Apr-15-2028
TAOC	1316I-101717/CN/01	USE OF SHOCK ABSORBER DIRT SHIELD AS DYNAMIC VIBRATION DAMPER	China	Granted	Patent	2007 80052884.3	Oct-30-2007	ZL2007800528843	May-22-2013	Oct-30-2027
TAOC	1316I-101717/DE/01	USE OF SHOCK ABSORBER DIRT SHIELD AS DYNAMIC VIBRATION DAMPER	Germany	Granted	Patent	07839850.0	Oct-30-2007	6020070445906	Jan-13-2016	Oct-30-2027
TAOC	1316I-101717/EP/01	USE OF SHOCK ABSORBER DIRT SHIELD AS DYNAMIC VIBRATION DAMPER	European Patent Office (EPO)	Granted	Patent	07839850.0	Oct-30-2007	2122193	Jan-13-2016	Oct-30-2027
TAOC	1316I-101717/IN/01	USE OF SHOCK ABSORBER DIRT SHIELD AS DYNAMIC VIBRATION DAMPER	India	Pending	Patent	5396/CHENP/2009	Oct-30-2007			Oct-30-2027
TAOC	1316I-101717/MX/01	USE OF SHOCK ABSORBER DIRT SHIELD AS DYNAMIC VIBRATION DAMPER	Mexico	Pending	Patent	MX/a/2009/009836	Oct-30-2007			Oct-30-2027
TAOC	1316I-101718/CN/01	Semi Third Tube Design	China	Granted	Patent	2008 8010 1547.3	Jul-17-2008	ZL200880101547.3	Nov-14-2012	Jul-17-2028
TAOC	1316I-101718/DE/01	Semi Third Tube Design	Germany	Granted	Patent	11 2008 001 980.0	Jul-17-2008	1120080019800	Feb-04-2016	Jul-17-2028
TAOC	1316I-101718/IN/01	Semi Third Tube Design	India	Pending	Patent	189/MUMNP/2010	Jul-17-2008			Jul-17-2028
TAOC	1316I-101719/BR/01	Disc Spring Intake	Brazil	Pending	Patent	PI 0816091-0	Aug-12-2008			Aug-12-2028
TAOC	1316I-101719/CN/01	Disc Spring Intake	China	Granted	Patent	2008 80107319.7	Aug-12-2008	200880107319.7	Aug-22-2012	Aug-12-2028
TAOC	1316I-101719/DE/01	Disc Spring Intake	Germany	Granted	Patent	11 2008 002335.2	Aug-12-2008	112008002335.2	Feb-04-2016	Aug-12-2028
TAOC	1316I-101719/IN/01	Disc Spring Intake	India	Pending	Patent	345/MUMNP/2010	Aug-12-2008			Aug-12-2028
TAOC	1316I-101719/JP/01	Disc Spring Intake	Japan	Granted	Patent	2010-522897	Aug-12-2008	5211166	Mar-01-2013	Aug-12-2028
TAOC	1316I-101719/TH	Disc Spring Intake	Thailand	Pending	Patent	0801004429	Aug-27-2008			Aug-27-2028

20

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101720/BR/01	Improved Rod Assembly Weld	Brazil	Pending	Patent	PI-0810529.4	Apr-15-2008			Apr-15-2028
TAOC	1316I-101720/CN/01	Improved Rod Assembly Weld	China	Granted	Patent	2008 80012441.6	Apr-15-2008	ZL200880012441-6	May-30-2012	Apr-15-2028
TAOC	1316I-101720/EP/01	Improved Rod Assembly Weld	European Patent Office (EPO)	Pending	Patent	08742910.6	Apr-15-2008			Apr-15-2028
TAOC	1316I-101720/IN/01	Improved Rod Assembly Weld	India	Pending	Patent	6346/DELNP/2009	Apr-15-2008			Apr-15-2028
TAOC	1316I-101721/BR/01	Velocity Progressive Valving	Brazil	Pending	Patent	11 2012 0118110	Nov-16-2010			Nov-16-2030
TAOC	1316I-101721/CN/01	Velocity Progressive Valving	China	Granted	Patent	2010 80052234.0	Nov-16-2010	ZL2010800522340	Dec-31-2014	Nov-16-2030
TAOC	1316I-101721/CN/02	Velocity Progressive Valving	China	Granted	Patent	201410221704.1	Nov-16-2010	ZL2014102217041	Dec-07-2016	Nov-16-2030
TAOC	1316I-101721/DE/01	Velocity Progressive Valving	Germany	Pending	Patent	11 2010 004474.0	Nov-16-2010			Nov-16-2030
TAOC	1316I-101721/IN/01	Velocity Progressive Valving	India	Pending	Patent	3767/DELNP/2012	Nov-16-2010			Nov-16-2030
TAOC	1316I-101721/JP/01	Velocity Progressive Valving	Japan	Granted	Patent	2012-539971	Nov-16-2010	5650753	Nov-21-2014	Nov-16-2030
TAOC	1316I-101721/TH/01	Velocity Progressive Valving	Thailand	Pending	Patent	1201002321	Nov-16-2010			Nov-16-2030
TAOC	1316I-101722/CN/01	Positioning Feature and Method for Precise Vehicle Heights	China	Granted	Patent	2008 80005436.2	Feb-19-2008	ZL2008 80005436.2	Dec-21-2011	Feb-19-2028
TAOC	1316I-101722/CN/02	Positioning Feature and Method for Precise Vehicle Heights	China	Pending	Patent	2011 103191717	Feb-19-2008			Feb-19-2028
TAOC	1316I-101722/CN/03	Positioning Feature and Method for Precise Vehicle Heights	China	Granted	Patent	2011 103188502	Feb-19-2008	ZL2011103188502	Jul-01-2015	Feb-19-2028
TAOC	1316I-101722/DE-01	Positioning Feature and Method for Precise Vehicle Heights	Germany	Pending	Patent	11 2008 0003351	Feb-19-2008			Feb-19-2028
TAOC	1316I-101722/IN/01	Positioning Feature and Method for Precise Vehicle Heights	India	Pending	Patent	1452/MVMNP/2009	Feb-19-2008			Feb-19-2028
TAOC	1316I-101722/JP/01	Positioning Feature and Method for Precise Vehicle Heights	Japan	Granted	Patent	2009-550898	Feb-19-2008	5797377	Aug-28-2015	Feb-19-2028
TAOC	1316I-101722/TH	Positioning Feature and Method for Precise Vehicle Heights	Thailand	Pending	Patent	0801000855	Feb-22-2008			Feb-22-2028

21

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101723/BR/01	JUNCTION BLEED as feature for closed bleed valve design	Brazil	Pending	Patent	PI 0813425.1	Jul-17-2008			Jul-17-2028
TAOC	1316I-101723/CN/01	JUNCTION BLEED as feature for closed bleed valve design	China	Granted	Patent	2008 80102145.5	Jul-17-2008	200880102145.5	May-21-2014	Jul-17-2028
TAOC	1316I-101723/EP/01	JUNCTION BLEED as feature for closed bleed valve design	European Patent Office (EPO)	Pending	Patent	08788897.0	Jul-17-2008			Jul-17-2028
TAOC	1316I-101723/IN/01	JUNCTION BLEED as feature for closed bleed valve design	India	Granted	Patent	7419/CHENP/2009	Jul-17-2008	272771	Apr-26-2016	Jul-17-2028
TAOC	1316I-101723/JP/01	JUNCTION BLEED as feature for closed bleed valve design	Japan	Granted	Patent	2010-512806	Jul-17-2008	5350372	Aug-30-2013	Jul-17-2028
TAOC	1316I-101724/CN/01	Global Valve 2: disc spring blow-off valve	China	Granted	Patent	200880104744.0	Aug-29-2008	ZL200880104744.0	Apr-20-2016	Aug-29-2028
TAOC	1316I-101724/DE/01	Global Valve 2: disc spring blow-off valve	Germany	Pending	Patent	11 2008 002332.8	Aug-29-2008			Aug-29-2028
TAOC	1316I-101724/IN/01	Global Valve 2: disc spring blow-off valve	India	Pending	Patent	344/MUMNP/2010	Aug-29-2008			Aug-29-2028
TAOC	1316I-101724/JP/01	Global Valve 2: disc spring blow-off valve	Japan	Pending	Patent	2010-522966	Aug-29-2008			Aug-29-2028
TAOC	1316I-101724/JP/02	Shock Absorber Having a Full Displacement Valve Assembly	Japan	Granted	Patent	2013-249527	Dec-02-2013	5738387	May-01-2015	Aug-29-2028
TAOC	1316I-101725/CN/01	Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction	China	Granted	Patent	2009 80120860.6	Jun-05-2009	200980120860.6	Jan-29-2014	Jun-05-2029
TAOC	1316I-101725/CN/02	Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction	China	Granted	Patent	201310196623.6	Jun-05-2009	ZL2013101966236	Aug-19-2015	Jun-05-2029
TAOC	1316I-101725/CN/03	Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction	China	Granted	Patent	201310197019.5	Jun-05-2009	ZL2013101970195	Jul-08-2015	Jun-05-2029

22

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101725/CN/04	Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction	China	Granted	Patent	201310197161.X	Jun-05-2009	ZL201310197161.X	May-13-2015	Jun-05-2029
TAOC	1316I-101725/CN/05	Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction	China	Granted	Patent	201310196527.1	Jun-05-2009	201310196527-1	May-13-2015	Jun-05-2029
TAOC	1316I-101725/DE/01	Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction	Germany	Pending	Patent	11 2009 001375.9	Jun-05-2009			Jun-05-2029
TAOC	1316I-101725/IN/01	Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction	India	Pending	Patent	8194/DELNP/2010	Jun-05-2009			Jun-05-2029
TAOC	1316I-101725/JP/01	Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction	Japan	Granted	Patent	2011-512678	Jun-05-2009	5420646	Nov-29-2013	Jun-05-2029
TAOC	1316I-101725/JP/02	Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction	Japan	Granted	Patent	2013-175213	Jun-05-2009	5797242	Aug-28-2015	Jun-05-2029
TAOC	1316I-101725/JP/03	Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction	Japan	Pending	Patent	2013-175214	Jun-05-2009	5669901	Dec-26-2014	Jun-05-2029

23

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101725/JP/04	Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction	Japan	Pending	Patent	2013-175215	Jun-05-2009	5661157	Dec-12-2014	Jun-05-2029
TAOC	1316I-101725/KR/01	Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction	Korea (South)	Granted	Patent	10 2010 702 945.0	Jun-05-2009	1629307	Jun-03-2016	Jun-05-2029
TAOC	1316I-101725/KR/02	Nested Check High Speed Valve	Korea (South)	Granted	Patent	1020157021044	Jan-05-2009	101622685	May-13-2016	Jun-05-2029
TAOC	1316I-101728/CN/01	A Triple tube shock absorber having a shortened intermediate tube	China	Granted	Patent	2010 80006848.5	Jan-26-2010	ZL2010800068485	Jun-18-2014	Jan-26-2030
TAOC	1316I-101728/DE/01	A Triple tube shock absorber having a shortened intermediate tube	Germany	Pending	Patent	11 2010 000707.1	Jan-26-2010			Jan-26-2030
TAOC	1316I-101728/IN/01	A Triple tube shock absorber having a shortened intermediate tube	India	Pending	Patent	6654/DELNP/2011	Jan-26-2010			Jan-26-2030
TAOC	1316I-101728/JP/01	A Triple tube shock absorber having a shortened intermediate tube	Japan	Granted	Patent	2011-549179	Jan-26-2010	5653367	Nov-28-2014	Jan-26-2030
TAOC	1316I-101728/KR/01	A Triple tube shock absorber having a shortened intermediate tube	Korea (South)	Granted	Patent	10-2011-7019576	Jan-26-2010	10-1633651	Jun-21-2016	Jan-26-2030
TAOC	1316I-101730/CN/01	HIGH VELOCITY DAMPING VALVE	China	Granted	Patent	2009 80137909.9	Sep-09-2009	ZL2009801379099	Nov-05-2014	Sep-09-2029
TAOC	1316I-101730/DE/01	HIGH VELOCITY DAMPING VALVE	Germany	Pending	Patent	11 2009002270.7	Sep-09-2009			Sep-09-2029
TAOC	1316I-101730/IN/01	HIGH VELOCITY DAMPING VALVE	India	Pending	Patent	1840/CHENP/2011	Sep-09-2009			Sep-09-2029
TAOC	1316I-101730/KR/01	HIGH VELOCITY DAMPING VALVE	Korea (South)	Granted	Patent	10-2011-7009436	Sep-09-2009	101649930	Aug-16-2016	Sep-09-2029

24

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101731/BR/01	Damper with Digital Valve	Brazil	Pending	Patent	PCT/US2010/049813	Sep-22-2010			Sep-22-2030
TAOC	1316I-101731/CN/01	Damper with Digital Valve	China	Granted	Patent	PCT/US2010/049813	Sep-22-2010	ZL2010800451720	Jan-07-2015	Sep-22-2030
TAOC	1316I-101731/CN/02	Damper with Digital Valve	China	Pending	Patent	PCT/US2010/049813	Sep-22-2010			Sep-22-2030
TAOC	1316I-101731/DE/01	Damper with Digital Valve	Germany	Pending	Patent	PCT/US2010/049813	Sep-22-2010			Sep-22-2030
TAOC	1316I-101731/DE-02	Damper with Digital Valve	Germany	Pending	Patent	PCT/US2010/049813	Sep-22-2010			Sep-22-2030
TAOC	1316I-101731/IN/01	Damper with Digital Valve	India	Pending	Patent	PCT/US2010/049813	Sep-22-2010			Sep-22-2030
TAOC	1316I-101731/JP/01	Damper with Digital Valve	Japan	Granted	Patent	PCT/US2010/049813	Sep-22-2010	5616455	Sep-19-2014	Sep-22-2030
TAOC	1316I-101731/JP/02	Damper with Digital Valve	Japan	Granted	Patent	2014095719	Sep-22-2010	5710048	Mar-13-2015	Sep-22-2030
TAOC	1316I-101731/KR/01	Damper with Digital Valve	Korea (South)	Granted	Patent	PCT/US2010/049813	Sep-22-2010	101336917	Nov-28-2013	Sep-22-2030
TAOC	1316I-101731/TH/01	Damper with Digital Valve	Thailand	Pending	Patent	PCT/US2010/049813	Sep-22-2010			Sep-22-2030
TAOC	1316I-101732/CN/01	Front cab damper with double path mount	China	Granted	Patent	PCT/US2011/032830	Apr-18-2011	ZL2011800196721	Sep-23-2015	Apr-18-2031
TAOC	1316I-101732/DE/01	Front cab damper with double path mount	Germany	Pending	Patent	PCT/US2011/032830	Apr-18-2011			Apr-18-2031
TAOC	1316I-101732/IN/01	Front cab damper with double path mount	India	Pending	Patent	PCT/US2011/032830	Apr-18-2011			Apr-18-2031
TAOC	1316I-101732/JP/01	Front cab damper with double path mount	Japan	Granted	Patent	PCT/US2011/032830	Apr-18-2011	5896988	Mar-11-2016	Apr-18-2031
TAOC	1316I-101732/KR/01	Front cab damper with double path mount	Korea (South)	Pending	Patent	PCT/US2011/032830	Apr-18-2011			Apr-18-2031
TAOC	1316I-101732/TH/01	Front cab damper with double path mount	Thailand	Pending	Patent	PCT/US2011/032830	Apr-18-2011			Apr-18-2031
TAOC	1316I-101733/CN/01	Multi stage valve & Hydraulic Damped Valve	China	Granted	Patent	2011 80020859.3	May-09-2011	ZL201180020859.3	Dec-16-2015	May-09-2031
TAOC	1316I-101733/DE/01	Multi stage valve & Hydraulic Damped Valve	Germany	Pending	Patent	11 2011 101 883.5	May-09-2011			May-09-2031
TAOC	1316I-101733/IN/01	Multi stage valve & Hydraulic Damped Valve	India	Pending	Patent	8467/DELNP/2012	May-09-2011			May-09-2031
TAOC	1316I-101733/JP/01	Multi stage valve & Hydraulic Damped Valve	Japan	Granted	Patent	2013-513182	May-09-2011	5738403	May-01-2015	May-09-2031
TAOC	1316I-101733/TH/01	Multi stage valve & Hydraulic Damped Valve	Thailand	Pending	Patent	1201006209	May-09-2011			May-09-2031

25

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101734/CN/01	Multipart spring seat design	China	Granted	Patent	2011 80005449.1	Apr-18-2011	ZL2011800054491	Jun-03-2015	Apr-18-2031
TAOC	1316I-101734/DE/01	Multipart spring seat design	Germany	Pending	Patent	11 2011 101 557.7	Apr-18-2011			Apr-18-2031
TAOC	1316I-101734/IN/01	Multipart spring seat design	India	Pending	Patent	5009/DELNP/2012	Apr-18-2011			Apr-18-2031
TAOC	1316I-101734/JP/01	Multipart spring seat design	Japan	Granted	Patent	2013-509087	Apr-18-2011	5781155	Jul-24-2015	Apr-18-2031
TAOC	1316I-101734/KR/01	Multipart spring seat design	Korea (South)	Pending	Patent	10-2012-7018193	Apr-18-2011			Apr-18-2031
TAOC	1316I-101734/TH/01	Multipart spring seat design	Thailand	Pending	Patent	1201004469	Apr-18-2011			Apr-18-2031
TAOC	1316I-101735/BR/01	Damper Tubel Reinforcement Sleeve for Shock Absorber	Brazil	Pending	Patent	BR112013017618-0	Dec-15-2011			Dec-15-2031
TAOC	1316I-101735/CN/01	Damper Tubel Reinforcement Sleeve for Shock Absorber	China	Granted	Patent	2011 80064447.X	Dec-15-2011	ZL201180064447.X	Jun-03-2015	Dec-15-2031
TAOC	1316I-101735/CN/02	Damper Tubel Reinforcement Sleeve for Shock Absorber	China	Granted	Patent	201280020687.4	Jun-21-2012	ZL2012800206874	Aug-05-2015	Jun-21-2032
TAOC	1316I-101735/DE/01	Damper Tubel Reinforcement Sleeve for Shock Absorber	Germany	Pending	Patent	11 2011 104 729.0	Dec-15-2011			Dec-15-2031
TAOC	1316I-101735/DE/02	Damper Tubel Reinforcement Sleeve for Shock Absorber	Germany	Pending	Patent	112012002602.0	Jun-21-2012			Jun-21-2032
TAOC	1316I-101735/IN/01	Damper Tubel Reinforcement Sleeve for Shock Absorber	India	Pending	Patent	4862/DELNP/2013	Dec-15-2011			Dec-15-2031
TAOC	1316I-101735/IN/02	Damper Tubel Reinforcement Sleeve for Shock Absorber	India	Pending	Patent	8396/DELNP/2013	Jun-21-2012			Jun-21-2032
TAOC	1316I-101735/JP/02	Damper Tubel Reinforcement Sleeve for Shock Absorber	Japan	Granted	Patent	2014-517150	Jun-21-2012	5997268	Sep-02-2016	Jun-21-2032
TAOC	1316I-101735/KR/01	Damper Tubel Reinforcement Sleeve for Shock Absorber	Korea (South)	Granted	Patent	10-2013-7019413	Dec-15-2011	101497634	Feb-24-2015	Dec-15-2031
TAOC	1316I-101735/TH/01	Damper Tubel Reinforcement Sleeve for Shock Absorber	Thailand	Granted	Patent	1301003923	Dec-15-2011	50710	Aug-09-2016	Dec-15-2031
TAOC	1316I-101735/TH/02	Damper Tubel Reinforcement Sleeve for Shock Absorber	Thailand	Pending	Patent	1301007078	Jun-21-2012			Jun-21-2032

26

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101736/CN/01	Support Washer for Shock Absorber Valve with Blow-Off Tunability (hold 6-1-08)	China	Granted	Patent	201280006470.8	Jan-18-2012	ZL201280006470.8	Mar-25-2015	Jan-18-2032
TAOC	1316I-101736/DE/01	Support Washer for Shock Absorber Valve with Blow-Off Tunability (hold 6-1-08)	Germany	Pending	Patent	11 2012 000 683.6	Jan-18-2012			Jan-18-2032
TAOC	1316I-101736/IN/01	Support Washer for Shock Absorber Valve with Blow-Off Tunability (hold 6-1-08)	India	Pending	Patent	5896/DELNP/2013	Jan-18-2012			Jan-18-2032
TAOC	1316I-101736/JP/01	Support Washer for Shock Absorber Valve with Blow-Off Tunability (hold 6-1-08)	Japan	Granted	Patent	2013-552543	Jan-18-2012	5908926	Apr-01-2016	Jan-18-2032
TAOC	1316I-101736/KR/01	Support Washer for Shock Absorber Valve with Blow-Off Tunability (hold 6-1-08)	Korea (South)	Granted	Patent	10-2013-7019694	Jan-18-2012	101465677	Nov-20-2014	Jan-18-2032
TAOC	1316I-101736/TH/01	Support Washer for Shock Absorber Valve with Blow-Off Tunability (hold 6-1-08)	Thailand	Pending	Patent	1301004313	Jan-18-2012			Jan-18-2032
TAOC	1316I-101737/CN/01	Low Noise Compression/Rebound Valve Assembly	China	Pending	Patent	201280030069.8	Jul-11-2012			Jul-11-2032
TAOC	1316I-101737/DE/01	Low Noise Compression/Rebound Valve Assembly	Germany	Pending	Patent	112012003051.6	Jul-11-2012			Jul-11-2032
TAOC	1316I-101737/IN/01	Low Noise Compression/Rebound Valve Assembly	India	Pending	Patent	9931/DELPN/2013	Jul-11-2012			Jul-11-2032
TAOC	1316I-101737/JP/01	Low Noise Compression/Rebound Valve Assembly	Japan	Granted	Patent	2014-521656	Jul-11-2012	5972370	Jul-22-2016	Jul-11-2032
TAOC	1316I-101737/KR/01	Low Noise Compression/Rebound Valve Assembly	Korea (South)	Pending	Patent	10-2013-7034211	Jul-11-2012			Jul-11-2032
TAOC	1316I-101737/TH/01	Low Noise Compression/Rebound Valve Assembly	Thailand	Pending	Patent	1401000271	Jul-11-2012			Jul-11-2032

27

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101738/BR/01	Energy harvesting passive & active suspension	Brazil	Pending	Patent	112014010286-4	Oct-09-2012			Oct-09-2032
TAOC	1316I-101738/CN/01	Energy harvesting passive & active suspension	China	Granted	Patent	201280052390.6	Oct-09-2012	201280052390.6	Aug-17-2016	Oct-09-2032
TAOC	1316I-101738/DE/01	Energy harvesting passive & active suspension	Germany	Pending	Patent	DE 11 2012 004 573.4	Oct-09-2012			Oct-09-2032
TAOC	1316I-101738/IN/01	Energy harvesting passive & active suspension	India	Pending	Patent	2630/DELNP/2014	Oct-09-2012			Oct-09-2032
TAOC	1316I-101738/JP/01	Energy harvesting passive & active suspension	Japan	Pending	Patent	2014-538816	Oct-09-2012			Oct-09-2032
TAOC	1316I-101738/KR/01	Energy harvesting passive & active suspension	Korea (South)	Pending	Patent	10-2014-7013676	Oct-09-2012			Oct-09-2032
TAOC	1316I-101738/TH/01	Energy harvesting passive & active suspension	Thailand	Pending	Patent	1401002287	Oct-09-2012			Oct-09-2032
TAOC	1316I-101740/CN/01	Piston Assembly With Open Bleed	China	Pending	Patent	201480015152-7	Feb-28-2014			Feb-28-2034
TAOC	1316I-101740/DE/01	Piston Assembly With Open Bleed	Germany	Pending	Patent	112014001485-0	Feb-28-2014			Feb-28-2034
TAOC	1316I-101740/JP/01	Piston Assembly With Open Bleed	Japan	Pending	Patent	2016500500	Feb-28-2014			Feb-28-2034
TAOC	1316I-101740/KR/01	Piston Assembly With Open Bleed	Korea (South)	Pending	Patent	1020157025187	Feb-28-2014			Feb-28-2034
TAOC	1316I-101741/BR/01	Active suspension with energy recuperation option	Brazil	Pending	Patent	112015015885.4	Dec-31-2013			Dec-31-2033
TAOC	1316I-101741/CN/01	Passive and Active Suspension with Optimization of Energy Use	China	Pending	Patent	201380069821.4	Dec-31-2013			Dec-31-2033
TAOC	1316I-101741/DE/01	Passive and Active Suspension with Optimization of Energy Use	Germany	Pending	Patent	112013006374.3	Dec-31-2013			Dec-31-2033
TAOC	1316I-101741/IN/01	Active suspension with energy recuperation option	India	Pending	Patent	5322/DELNP/2015	Dec-31-2013			Dec-31-2033

28

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101741/JP/01	Passive And Active Suspension Wtih Optimization Of Energy Usage	Japan	Pending	Patent	2015551742	Dec-31-2013			Dec-31-2033
TAOC	1316I-101741/KR/01	Passive And Active Suspension With Optimization Of Energy Usage	Korea (South)	Pending	Patent	1020157021257	Dec-31-2013			Dec-31-2033
TAOC	1316I-101742/BR/01	Spring Seat Manufacturing Installation Land or Stop Formed Into Seat	Brazil	Pending	Patent	112014013414-6	Nov-06-2012			Nov-06-2032
TAOC	1316I-101742/DE/01	Spring Seat Manufacturing Installation Land or Stop Formed Into Seat	Germany	Pending	Patent	112012005129.7	Nov-06-2012			Nov-06-2032
TAOC	1316I-101742/IN/01	Spring Seat Manufacturing Installation Land or Stop Formed Into Seat	India	Pending	Patent	3956/DELNP/2014	Nov-06-2012			Nov-06-2032
TAOC	1316I-101742/KR/01	Spring Seat Manufacturing Installation Land or Stop Formed Into Seat	Korea (South)	Pending	Patent	10-2014-7014568	Nov-06-2012			Nov-06-2032
TAOC	1316I-101742/TH/01	Spring Seat Manufacturing Installation Land or Stop Formed Into Seat	Thailand	Pending	Patent	1401002972	Nov-06-2012			Nov-06-2032
TAOC	1316I-101743/CN/01	Multi Tuneable Degressive Valve	China	Pending	Patent	201380046349.2	Apr-09-2013			Apr-09-2033
TAOC	1316I-101743/DE/01	Multi Tuneable Degressive Valve	Germany	Pending	Patent	112013004396.3	Apr-09-2013			Apr-09-2033
TAOC	1316I-101743/IN/01	Multi Tuneable Degressive Valve	India	Pending	Patent	840/DELNP/2015	Apr-09-2013			Apr-09-2033
TAOC	1316I-101743/JP/01	Multi Tuneable Degressive Valve	Japan	Pending	Patent	2015531066	Apr-09-2013			Apr-09-2033
TAOC	1316I-101743/KR/01	Multi Tuneable Degressive Valve	Korea (South)	Pending	Patent	10-2015-7007042	Apr-09-2013			Apr-09-2033

29

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101745/CN/01	Rod Guide Arrangement For Electronically Controlled Valve Applications	China	Pending	Patent	201480015734.5	Feb-28-2014			Feb-28-2034
TAOC	1316I-101745/EP/01	Rod Guide Arrangement For Electronically Controlled Valve Applications	European Patent Office (EPO)	Pending	Patent	14770887.9	Feb-28-2014			Feb-28-2034
TAOC	1316I-101745/IN/01	Rod Guide Arrangement For Electronically Controlled Valve Applications	India	Pending	Patent	7506/DELNP/2015	Feb-28-2014			Feb-28-2034
TAOC	1316I-101745/JP/01	Rod Guide Arrangement For Electronically Controlled Valve Applications	Japan	Pending	Patent	2016500491	Feb-28-2014			Feb-28-2034
TAOC	1316I-101745/KR/01	Rod Guide Arrangement For Electronically Controlled Valve Applications	Korea (South)	Pending	Patent	1020157023800	Feb-28-2014			Feb-28-2034
TAOC	1316I-101746/CN/01	Two Position Valve With Face Seal And Pressure Relief Port	China	Pending	Patent	201480015691-0	Mar-14-2014			Mar-14-2034
TAOC	1316I-101746/EP/01	Two Position Valve With Face Seal And Pressure Relief Port (DRiV)	European Patent Office (EPO)	Pending	Patent	14763013.1	Mar-14-2014			Mar-14-2034
TAOC	1316I-101746/IN/01	Two Position Valve With Face Seal And Pressure Relief Port	India	Pending	Patent	7659/DELNP/2015	Mar-14-2014			Mar-14-2034
TAOC	1316I-101746/JP/01	Two Position Valve With Face Seal And Pressure Relief Port	Japan	Pending	Patent	2016502714	Mar-14-2014			Mar-14-2034
TAOC	1316I-101746/KR/01	Two Position Valve With Face Seal And Pressure Relief Port	Korea (South)	Pending	Patent	1020157025614	Mar-14-2014			Mar-14-2034
TAOC	1316I-101747/BR/01	Recuperating Passive and Active Suspension	Brazil	Pending	Patent	112015008918.6	Oct-23-2013			Oct-23-2033
TAOC	1316I-101747/CN/01	Recuperating Passive and Active Suspension	China	Pending	Patent	201380055743.2	Oct-23-2013			Oct-23-2033
TAOC	1316I-101747/DE/01	Active suspension system with hydraulic energy recuperation, storage and reuse with chamber decoupling and hydraulic boost.	Germany	Pending	Patent	112013005150.8	Oct-23-2013			Oct-23-2033

30

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101747/IN/01	Recuperating Passive and Active Suspension	India	Pending	Patent	2835/DELNP/2015	Oct-23-2013			Oct-23-2033
TAOC	1316I-101747/JP/01	Recuperating Passive and Active Suspension	Japan	Pending	Patent	2015-539745	Oct-23-2013			Oct-23-2033
TAOC	1316I-101747/KR/01	Recuperating Passive and Active Suspension	Korea (South)	Pending	Patent	1020157011441	Oct-23-2013			Oct-23-2033
TAOC	1316I-101748/CN/01	Dual Range Damping System for a Shock Absorber	China	Granted	Patent	201380032521.9	May-09-2013	201380032521.9	Jun-08-2016	May-09-2033
TAOC	1316I-101748/DE/01	Dual Range Damping System	Germany	Pending	Patent	112013003335.6	May-09-2013			May-09-2033
TAOC	1316I-101748/IN/01	Dual Range Damping System for a Shock Absorber	India	Pending	Patent	9910/DELNP/2014	May-09-2013			May-09-2033
TAOC	1316I-101748/JP/01	Dual Range Damping System for a Shock Absorber	Japan	Pending	Patent	2015-520184	May-09-2013			May-09-2033
TAOC	1316I-101748/KR/01	Dual Range Damping System for a Shock Absorber	Korea (South)	Pending	Patent	10-2015-7000727	May-09-2013			May-09-2033
TAOC	1316I-101749/BR/01	Jounce Bumper Nose Retaining Feature For A Shock Absorber	Brazil	Pending	Patent	112015021424-0	Mar-04-2014			Mar-04-2034
TAOC	1316I-101749/CN/01	Jounce bumper nose retaining feature for a Shock Absorber	China	Pending	Patent	201480012634.7	Mar-04-2014			Mar-04-2034
TAOC	1316I-101749/DE/01	Jounce bumper nose retaining feature for a Shock Absorber	Germany	Pending	Patent	112014001146.0	Mar-04-2014			Mar-04-2034
TAOC	1316I-101749/IN/01	Jounce bumper nose retaining feature for a Shock Absorber	India	Pending	Patent	7225/DELNP/2015	Mar-04-2014			Mar-04-2034
TAOC	1316I-101749/KR/01	Jounce Bumper Nose Retaining Feature For A Shock Absorber	Korea (South)	Pending	Patent	1020157023795	Mar-04-2014			Mar-04-2034
TAOC	1316I-101750/CN/01	Valve Switching Controls For Adjustable Damper	China	Pending	Patent	201480011134.1	Feb-28-2014			Feb-28-2034
TAOC	1316I-101750/EP/01	Valve Switching Controls For Adjustable Damper	European Patent Office (EPO)	Pending	Patent	14756547.7	Feb-28-2014			Feb-28-2034
TAOC	1316I-101750/IN/01	Valve Switching Controls For Adjustable Damper	India	Pending	Patent	7272/DELNP/2015	Feb-28-2014			Feb-28-2034

31

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101750/JP/01	Valve Switching Controls For Adjustable Damper	Japan	Pending	Patent	2015560351	Feb-28-2014			Feb-28-2034
TAOC	1316I-101750/KR/01	Valve Switching Controls For Adjustable Damper	Korea (South)	Pending	Patent	1020157023797	Feb-28-2014			Feb-28-2034
TAOC	1316I-101751/CN/01	Rod Guide Assembly With Multi-Piece Valve Assembly	China	Pending	Patent	201480015694	Mar-14-2014			Mar-14-2034
TAOC	1316I-101751/EP/01	Rod Guide Assembly With Multi-Piece Valve Assembly	European Patent Office (EPO)	Pending	Patent	14762991.9	Mar-14-2014			Mar-14-2034
TAOC	1316I-101751/IN/01	Rod Guide Assembly With Multi-Piece Valve Assembly	India	Pending	Patent	8020/DELNP/2015	Mar-14-2014			Mar-14-2034
TAOC	1316I-101751/JP/01	Rod Guide Assembly With Multi-Piece Valve Assembly	Japan	Pending	Patent	2016502773	Mar-14-2014			Mar-14-2034
TAOC	1316I-101751/KR/01	Rod Guide Assembly With Multi-Piece Valve Assembly	Korea (South)	Pending	Patent	1020157024166	Mar-14-2014			Mar-14-2034
TAOC	1316I-101753/CN/01	Suspension Leveling System	China	Pending	Patent	201480020380-3	Apr-10-2014			Apr-10-2034
TAOC	1316I-101753/DE/01	Suspension Leveling System	Germany	Pending	Patent	1120140019046	Apr-10-2014			Apr-10-2034
TAOC	1316I-101753/JP/01	Suspension Leveling System	Japan	Pending	Patent	2016507653	Apr-10-2014			Apr-10-2034
TAOC	1316I-101753/KR/01	Suspension Leveling System	Korea (South)	Pending	Patent	1020157028613	Apr-10-2014			Apr-10-2034
TAOC	1316I-101754/CN/01	Recuperating Passive And Active Suspension	China	Pending	Patent	2014800406742	May-21-2014			May-21-2034
TAOC	1316I-101754/DE/01	Recuperating Passive And Active Suspension	Germany	Pending	Patent	112014003382.0	May-21-2014			May-21-2034
TAOC	1316I-101754/KR/01	Recuperating Passive And Active Suspension	Korea (South)	Pending	Patent	1020167001343	May-21-2014			May-21-2034
TAOC	1316I-101755/DE/01	Frequency dependant passive valve working in rebound and compression	Germany	Pending	Patent	112014002982.3	May-21-2014			May-21-2034
TAOC	1316I-101756/DE/01	Shock Absorber with Frequency Dependent Passive Valve	Germany	Pending	Patent	112015001028.9	Feb-19-2015			Feb-19-2035
TAOC	1316I-101757/CN/01	Shock Absorber With Frequency Dependent Passive Valve	China	Pending	Patent	201480044217.0	May-21-2014			May-21-2034

32

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101757/EP/01	Frequency dependant passive valve working in rebound or in compression	European Patent Office (EPO)	Pending	Patent	14839704.5	May-21-2014			May-21-2034
TAOC	1316I-101757/IN/01	Frequency dependant passive valve working in rebound or in compression	India	Pending	Patent	201617000442	May-21-2014			May-21-2034
TAOC	1316I-101757/KR/01	Shock Absorber With Frequency Dependent Passive Valve	Korea (South)	Pending	Patent	1020167002922	May-21-2014			May-21-2034
TAOC	1316I-101758/CN/01	Orifice disc for regulating flow in a damper	China	Pending	Patent	2014800270386	May-13-2014			May-13-2034
TAOC	1316I-101758/DE/01	Orifice disc for regulating flow in a damper	Germany	Pending	Patent	1120140011231	May-13-2014			May-13-2034
TAOC	1316I-101758/KR/01	Orifice disc for regulating flow in a damper	Korea (South)	Pending	Patent	1020157027898	May-13-2014			May-13-2034
TAOC	1316I-101759/CN/01	Low pressure high compression damping mono tube shock	China	Pending	Patent	201480043924.8	Aug-14-2014			Aug-14-2034
TAOC	1316I-101759/DE/01	Low pressure high compression damping mono tube shock	Germany	Pending	Patent	PCT/US2014/51062	Aug-14-2014			Aug-14-2034
TAOC	1316I-101759/IN/01	Low Pressure High Compression Damping Monotube Shock Absorber	India	Pending	Patent	201617002923	Aug-14-2014			Aug-14-2034
TAOC	1316I-101759/KR/01	Low Pressure High Compression Damping Monotube Shock Absorber	Korea (South)	Pending	Patent	1020167002921	Aug-14-2014			Aug-14-2034
TAOC	1316I-101761/CN/01	Damper with Integrated Electronics	China	Pending	Patent	201480010828.3	Feb-28-2014			Feb-28-2034
TAOC	1316I-101761/CN/02	Damper with Integrated Electronics	China	Pending	Patent	201611165897.9	Dec-16-2016			Feb-28-2034
TAOC	1316I-101761/EP/01	Damper with Integrated Electronics	European Patent Office (EPO)	Pending	Patent	14756361.3	Feb-28-2014			Feb-28-2034
TAOC	1316I-101761/IN/01	Damper with Integrated Electronics	India	Pending	Patent	7362/DELNP/2015	Feb-28-2014			Feb-28-2034
TAOC	1316I-101761/JP/01	Damper with Integrated Electronics	Japan	Pending	Patent	2015560364	Feb-28-2014			Feb-28-2034

33

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101761/KR/01	Damper with Integrated Electronics	Korea (South)	Pending	Patent	1020157023799	Feb-28-2014			Feb-28-2034
TAOC	1316I-101763/CN/01	Autonomous Control Damper	China	Pending	Patent	201480010846-1	Feb-28-2014			Feb-28-2034
TAOC	1316I-101763/EP/01	Autonomous Control Damper	European Patent Office (EPO)	Pending	Patent	14757104.6	Feb-28-2014			Feb-28-2034
TAOC	1316I-101763/IN/01	Autonomous Control Damper	India	Pending	Patent	7519/DELNP/2015	Feb-28-2014			Feb-28-2034
TAOC	1316I-101763/JP/01	Autonomous Control Damper	Japan	Pending	Patent	2015560348	Feb-28-2014			Feb-28-2034
TAOC	1316I-101763/KR/01	Autonomous Control Damper	Korea (South)	Pending	Patent	1020157023846	Feb-28-2014			Feb-28-2034
TAOC	1316I-101765/EP-01	Rod Guide System and Method with Multiple Solenoid Valve Cartridges and Multiple Pressure Regulated Valve Assemblies	European Patent Office (EPO)	Pending	Patent	PCT/US2015/035568	Jun-12-2015			Jun-12-2035
TAOC	1316I-101765-CN-01	Rod Guide System and Method with Multiple Solenoid Valve Cartridges and Multiple Pressure Regulated Valve Assemblies	China	Pending	Patent	PCT/US2015/035568	Jun-12-2015			Jun-12-2035
TAOC	1316I-101765-IN-01	Rod Guide System and Method with Multiple Solenoid Valve Cartridges and Multiple Pressure Regulated Valve Assemblies	India	Pending	Patent	PCT/US2015/035568	Jun-12-2015			Jun-12-2035
TAOC	1316I-101765-JP-01	Rod Guide System and Method with Multiple Solenoid Valve Cartridges and Multiple Pressure Regulated Valve Assemblies	Japan	Pending	Patent	PCT/US2015/035568	Jun-12-2015			Jun-12-2035
TAOC	1316I-101765-KR-01	Rod Guide System and Method with Multiple Solenoid Valve Cartridges and Multiple Pressure Regulated Valve Assemblies	Korea (South)	Pending	Patent	PCT/US2015/035568	Jun-12-2015			Jun-12-2035

34

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101766/CN/01	Electromagnetic Flywheel Damper and Method Therefor	China	Pending	Patent	201580039548.X	Jul-15-2015			Jul-15-2035
TAOC	1316I-101766/DE/01	Electromagnetic Flywheel Damper and Method Therefor	Germany	Pending	Patent	112015003485.4	Jul-15-2015			Jul-15-2035
TAOC	1316I-101766/JP/01	Electromagnetic Flywheel Damper and Method Therefor	Japan	Pending	Patent	2017503986	Jul-15-2015			Jul-15-2035
TAOC	1316I-101767/DE	Integrated Crash Structure for Plastic Spring Seat	Germany	Pending	Patent	102015112099.2	Jul-24-2015			Jul-24-2035
TAOC	1316I-101769/CN/01	SHOCK ABSORBER WITH FREQUENCY DEPENDENT PASSIVE VALVE	China	Pending	Patent	PCT/US2015/038413	Jun-30-2015			Jun-30-2035
TAOC	1316I-101769/DE/01	SHOCK ABSORBER WITH FREQUENCY DEPENDENT PASSIVE VALVE	Germany	Pending	Patent	PCT/US2015/038413	Jun-30-2015			Jun-30-2035
TAOC	1316I-101769/JP/01	SHOCK ABSORBER WITH FREQUENCY DEPENDENT PASSIVE VALVE	Japan	Pending	Patent	2017-507693	Jun-30-2015			Jun-30-2035
TAOC	1316I-101770/CN/01	SHOCK ABSORBER WITH FREQUENCY DEPENDENT PASSIVE VALVE	China	Pending	Patent	PCT/US2015/038416	Jun-30-2015			Jun-30-2035
TAOC	1316I-101770/DE/01	SHOCK ABSORBER WITH FREQUENCY DEPENDENT PASSIVE VALVE	Germany	Pending	Patent	PCT/US2015/38416	Jun-30-2015			Jun-30-2035
TAOC	1316I-101773/CN-01	System and Method For Attaching A Control Element Of An Air Spring With Internal Height Regulating Valve	China	Pending	Patent	PCT/US2015/049324	Sep-10-2015			Sep-10-2035
TAOC	1316I-101774/DE/01	Variable Radius Spring Disc for Vehicle Shock Absorber	Germany	Pending	Patent	112015001234.6	May-20-2015			May-20-2035
TAOC	1316I-101774-CN-01	Variable Radius Spring Disc for Vehicle Shock Absorber	China	Pending	Patent	PCT/US2015/031700	May-20-2015			May-20-2035

35

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316I-101775/CN	Shock Absorber Having Check Disc for Orifice Passage	China	Pending	Patent	201710077365.8	Feb-14-2017			Feb-14-2037
TAOC	1316I-101775/DE	Shock Absorber Having Check Disc for Orifice Passage	Germany	Pending	Patent	102017101840.9	Jan-31-2017			Jan-31-2037
TAOC	1316I-101777/CN	Monotube Active Suspension System Having Different System Layouts for Controlling Pump Flow Distribution	China	Pending	Patent	201710103616.5	Feb-24-2017			Feb-24-2037
TAOC	1316I-101777/DE	Monotube Active Suspension System Having Different System Layouts for Controlling Pump Flow Distribution	Germany	Pending	Patent	102017103915.5	Feb-24-2017			Feb-24-2037
TAOC	1316I-101779/DE	Damper Having Reinforced Catcher	Germany	Pending	Patent	102017105424.3	Mar-14-2017			Mar-14-2037
TAOC	1316I-101779/IN	Damper Having Reinforced Catcher	India	Pending	Patent	201714008995	Mar-15-2017			Mar-15-2037
TAOC	1316I-101786/WO	A Reinforcement Fabric For Reinforcement Of An Impact Resistant Or Structural Composite Part	World Intellectual Property Org. (WIPO)	Pending	Patent	EP2014/073627	Nov-04-2014			May-04-2018
TAOC	1316I-101786/WO-CN	A Reinforcement Fabric For Reinforcement Of An Impact Resistant Or Structural Composite Part	China	Pending	Patent	EP2014/073627	Nov-04-2014			Nov-04-2034
TAOC	1316I-101786/WO-DE	A Reinforcement Fabric For Reinforcement Of An Impact Resistant Or Structural Composite Part	Germany	Pending	Patent	EP2014/073627	Nov-04-2014			Nov-04-2034
TAOC	1316N-001606/US	DAMPER WITH EXTERNALLY MOUNTED SEMI-ACTIVE SYSTEM	United States of America	Granted	Patent	09/318301	May-25-1999	6321888	Nov-27-2001	May-25-2019
TAOC	1316N-001631/US	STROKE DEPENDENT DAMPING	United States of America	Granted	Patent	09/168034	Oct-07-1998	6352145	Mar-05-2002	Oct-07-2018
TAOC	1316N-001632/US	ACCELERATION SENSITIVE DAMPING FOR AUTOMOTIVE DAMPERS	United States of America	Granted	Patent	09/044715	Mar-19-1998	5992585	Nov-30-1999	Mar-19-2018

36

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316N-001632/US/CPA	ACCELERATION SENSITIVE DAMPING FOR AUTOMOTIVE DAMPERS	United States of America	Granted	Patent	09/443236	Nov-18-1999	6290035	Sep-18-2001	Nov-18-2019
TAOC	1316N-001633/US	SOLENOID ACTUATED CONTINUOUSLY VARIABLE SERVO VALVE FOR ADJUSTING DAMPING IN SHOCK ABSORBERS AND STRUTS	United States of America	Granted	Patent	10/730560	Dec-08-2003	7438164	Oct-21-2008	Dec-08-2023
TAOC	1316N-001634/US	Single Piece Piston	United States of America	Granted	Patent	09/360570	Jul-26-1999	6464053	Oct-15-2002	Jul-26-2019
TAOC	1316N-001636/US	Stroke Dependent Bypass	United States of America	Granted	Patent	09/306343	May-06-1999	6220409	Apr-24-2001	May-06-2019
TAOC	1316N-001637/US	FULCRUM BLOW OFF VALVE FOR USE IN A SHOCK ABSORBER	United States of America	Granted	Patent	09/328576	Jun-09-1999	6371264	Apr-16-2002	Jun-09-2019
TAOC	1316N-001639/US	FREQUENCY DEPENDANT DAMPER	United States of America	Granted	Patent	09/159722	Sep-24-1998	6148969	Nov-21-2000	Sep-24-2018
TAOC	1316N-001639/US/CPA	FREQUENCY DEPENDANT DAMPER	United States of America	Granted	Patent	09/399537	Sep-20-1999	6382373	May-07-2002	Sep-24-2018
TAOC	1316N-001639/US/CPB	FREQUENCY DEPENDANT DAMPER	United States of America	Granted	Patent	09/703012	Oct-31-2000	6364075	Apr-02-2002	Sep-24-2018
TAOC	1316N-001640/US	LINK ASSEMBLY FOR MOTOR VEHICLE SUSPENSION	United States of America	Granted	Patent	09/414115	Oct-08-1999	6354614	Mar-12-2002	Oct-08-2019
TAOC	1316N-001641/US	AXLE SHAFT SPACER MEMBER	United States of America	Granted	Patent	09/415406	Oct-08-1999	6267197	Jul-31-2001	Oct-08-2019
TAOC	1316N-001643/US	Air Pressure Proportional Damper	United States of America	Granted	Patent	10/738341	Dec-17-2003	7252181	Aug-07-2007	Dec-17-2023
TAOC	1316N-001647/US	VARIABLE BLEED ORIFICE VALVING	United States of America	Granted	Patent	09/552125	Apr-19-2000	6672436	Jan-06-2004	Apr-19-2020
TAOC	1316N-001648/US	INDEPENDENTLY TUNABLE VARIABLE BLEED ORIFICE	United States of America	Granted	Patent	09/575900	May-22-2000	6460664	Oct-08-2002	May-22-2020
TAOC	1316N-001651/US	FLOATING PORT BLOCKER	United States of America	Granted	Patent	09/992316	Nov-19-2001	6644445	Nov-11-2003	Nov-19-2021
TAOC	1316N-001653/US	Thermal Expansion Compensation Shock Absorber	United States of America	Granted	Patent	10/671354	Sep-25-2003	7004293	Feb-28-2006	Sep-25-2023

37

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316N-001654/US	Frequency Dependent Damper	United States of America	Granted	Patent	09/778455	Feb-07-2001	7070028	Jul-04-2006	Feb-07-2021
TAOC	1316N-001655/US	Air Spring Assembly On Shock Absorber with Combined Seal	United States of America	Granted	Patent	09/867297	May-29-2001	6443436	Sep-03-2002	May-29-2021
TAOC	1316N-001656/US/DVB	Electronically Controlled Frequency Dependent Damping	United States of America	Granted	Patent	11/900606	Feb-10-2004	8210330	Jul-03-2012	Feb-10-2024
TAOC	1316N-001659/US	ACCELERATION SENSITIVE DAMPING FOR AUTOMOTIVE DAMPERS	United States of America	Granted	Patent	09/992309	Nov-19-2001	6581733	Jun-24-2003	Nov-19-2021
TAOC	1316N-001659/US/DVA	ACCELERATION SENSITIVE DAMPING FOR AUTOMOTIVE DAMPERS	United States of America	Granted	Patent	10/425127	Apr-28-2003	6793049	Sep-21-2004	Nov-19-2021
TAOC	1316N-001662/US	Adjustable Damper with Valve Mounted In-Line	United States of America	Granted	Patent	10/667555	Sep-22-2003	6959796	Nov-01-2005	Sep-22-2023
TAOC	1316N-001669/US	Stroke Dependent Bypass	United States of America	Granted	Patent	10/666051	Sep-17-2003	6918473	Jul-19-2005	Sep-17-2023
TAOC	1316N-001675/US	TWIN PISTON SHOCK ABSORBER	United States of America	Granted	Patent	10/464192	Jun-18-2003	6776269	Aug-17-2004	Jun-18-2023
TAOC	1316N-001677/US	Integrated Tagging System for an Electronic Shock Absorber	United States of America	Granted	Patent	10/662546	Sep-15-2003	6964325	Nov-15-2005	Sep-15-2023
TAOC	1316N-001682/US	Adjustable Damper with Control Valve, Mounted in an External Collar	United States of America	Granted	Patent	10/666196	Sep-17-2003	6978871	Dec-27-2005	Sep-17-2023
TAOC	1316N-001690/US	Monotube Piston Valving System with Selective Bleed	United States of America	Granted	Patent	10/662544	Sep-15-2003	7070029	Jul-04-2006	Sep-15-2023
TAOC	1316N-001690/US/REB	Monotube Piston Valving System with Selective Bleed	United States of America	Pending	Patent	11/879727	Jul-18-2007			Jul-18-2027
TAOC	1316N-001690/US/REC	Monotube Piston Valving System with Selective Bleed	United States of America	Pending	Patent	12/807511	Sep-07-2010			Sep-07-2030
TAOC	1316N-001695/US	Rod Guide and Seal System for Gas Filled Shock Absorbers	United States of America	Granted	Patent	10/779592	Feb-13-2004	7011193	Mar-14-2006	Feb-13-2024
TAOC	1316N-001697/US	SHOCK ABSORBER HAVING A HYDRAULIC SHOCK	United States of America	Granted	Patent	10/937838	Sep-09-2004	7032727	Apr-25-2006	Sep-09-2024

38

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316N-001697/US/DVA	SHOCK ABSORBER HAVING A HYDRAULIC SHOCK	United States of America	Granted	Patent	11/330277	Jan-11-2006	7156213	Jan-02-2007	Jan-11-2026
TAOC	1316N-001699/US	AUTOMATIC ORIENTATION OF THE TOP MOUNT	United States of America	Granted	Patent	11/222343	Sep-08-2005	7314224	Jan-01-2008	Sep-08-2025
TAOC	1316N-001702/US	AMPLITUDE CONTROLLED ORIFICE VALVING (MAD)	United States of America	Granted	Patent	11/248102	Oct-14-2004	7216747	May-15-2007	Oct-14-2024
TAOC	1316N-001708/US	FOUR PIECE PISTON FOR MTBO	United States of America	Granted	Patent	11/472261	Jun-21-2006	7703586	Apr-27-2010	Jun-21-2026
TAOC	1316N-001709/US	SEMI-ACTIVE ANTI-ROLL SYSTEM	United States of America	Granted	Patent	11/471311	Jun-20-2006	7751959	Jul-06-2010	Jun-20-2026
TAOC	1316N-001715/US	Continuously Variable Semi Active Valve For Shock Absorbers	United States of America	Granted	Patent	11/546501	Oct-11-2006	7743896	Jun-29-2010	Oct-11-2026
TAOC	1316N-001716/US	SHOCK ABSORBER HAVING A CONTINUOUSLY VARIABLE VALVE WITH SOFT VALVING	United States of America	Granted	Patent	11/787452	Apr-16-2007	7926632	Apr-19-2011	Apr-16-2027
TAOC	1316N-001716/US/COB	SHOCK ABSORBER HAVING A CONTINUOUSLY VARIABLE VALVE WITH SOFT VALVING	United States of America	Granted	Patent	13/034050	Feb-24-2011	8256586	Sep-04-2012	Apr-16-2027
TAOC	1316N-001716/US/COC	SHOCK ABSORBER HAVING A CONTINUOUSLY VARIABLE VALVE WITH SOFT VALVING	United States of America	Granted	Patent	13/477142	May-22-2012	8511444	Aug-20-2013	Apr-16-2027
TAOC	1316N-001717/US	USE OF SHOCK ABSORBER DIRT SHIELD AS DYNAMIC VIBRATION DAMPER	United States of America	Granted	Patent	11/724640	Mar-15-2007	7896142	Mar-01-2011	Dec-24-2027
TAOC	1316N-001718/US	Semi Third Tube Design	United States of America	Granted	Patent	11/888079	Jul-31-2007	7950506	May-31-2011	Jul-31-2027
TAOC	1316N-001719/US	Disc Spring Intake	United States of America	Granted	Patent	11/897201	Aug-29-2007	8083039	Dec-27-2011	Aug-29-2027
TAOC	1316N-001720/US	Improved Rod Assembly Weld	United States of America	Granted	Patent	11/787447	Apr-16-2007	7743897	Jun-29-2010	Apr-16-2027
TAOC	1316N-001721/US	Velocity Progressive Valving	United States of America	Granted	Patent	12/620618	Nov-18-2009	8794407	Aug-05-2014	Nov-18-2029

39

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316N-001722/US/01	Positioning Feature and Method for Precise Vehicle Heights	United States of America	Granted	Patent	12/070536	Feb-19-2008	7988166	Aug-02-2011	Feb-19-2028
TAOC	1316N-001722/US/DVB	Positioning Feature and Method for Precise Vehicle Heights	United States of America	Granted	Patent	13/164890	Jun-21-2011	8196942	Jun-12-2012	Feb-19-2028
TAOC	1316N-001723/US	JUNCTION BLEED as feature for closed bleed valve design	United States of America	Granted	Patent	11/821121	Jun-21-2007	8069964	Dec-06-2011	Jun-21-2027
TAOC	1316N-001724/US	Shock Absorber having a full displacement valve assembly (Global Valve)	United States of America	Granted	Patent	11/897351	Aug-30-2007	8997953	Apr-07-2015	Aug-30-2027
TAOC	1316N-001725/US/DVB	Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction	United States of America	Granted	Patent	13/564944	Aug-02-2012	8714320	May-06-2014	Jun-05-2028
TAOC	1316N-001725/US/DVC	Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction	United States of America	Granted	Patent	13/564954	Aug-02-2012	8590678	Nov-26-2013	Jun-05-2028
TAOC	1316N-001725/US/DVD	Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction	United States of America	Granted	Patent	13/564964	Aug-02-2012	8668061	Mar-11-2014	Jun-05-2028
TAOC	1316N-001725/US/DVE	Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction	United States of America	Granted	Patent	13/564973	Aug-02-2012	8511446	Aug-20-2013	Aug-02-2032
TAOC	1316N-001725/US/RCE	Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction	United States of America	Granted	Patent	12/133448	Jun-05-2008	8297418	Oct-30-2012	Jun-05-2028
TAOC	1316N-001727/US	Inverted strut comprising an air damper combined with a hydraulic stop	United States of America	Granted	Patent	12/547582	Aug-26-2009	8701846	Apr-22-2014	Aug-26-2029

40

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316N-001728/US	A Triple tube shock absorber having a shortened intermediate tube	United States of America	Granted	Patent	12/366106	Feb-05-2009	8511447	Aug-20-2013	Feb-05-2029
TAOC	1316N-001730/US	HIGH VELOCITY DAMPING VALVE	United States of America	Granted	Patent	12/496964	Jul-02-2009	9033121	May-19-2015	Jul-02-2029
TAOC	1316N-001730/US/CPB	HIGH Velocity Compression DAMPING VALVE	United States of America	Granted	Patent	14/326490	Jul-09-2014	9285011	Mar-15-2016	Jul-02-2029
TAOC	1316N-001731/US	Damper with Digital Valve	United States of America	Granted	Patent	12/573911	Oct-06-2009	8616351	Dec-31-2013	Oct-06-2029
TAOC	1316N-001731/US/COC	Damper with Digital Valve	United States of America	Pending	Patent	14/849092	Sep-09-2015			Oct-06-2029
TAOC	1316N-001731/US/COD	Damper with Digital Valve	United States of America	Pending	Patent	15/450885	Mar-06-2017			Oct-06-2029
TAOC	1316N-001731/US/DVB	Damper with Digital Valve	United States of America	Granted	Patent	14/134390	Dec-19-2013	9150077	Oct-06-2015	Oct-06-2029
TAOC	1316N-001732/US	Front cab damper with double path mount	United States of America	Granted	Patent	12/772446	May-03-2010	8371562	Feb-12-2013	May-03-2030
TAOC	1316N-001733/US	Multi stage valve & Hydraulic Damped Valve	United States of America	Granted	Patent	12/791036	Jun-01-2010	8627933	Jan-14-2014	Jun-01-2030
TAOC	1316N-001734/US	Multipart spring seat design	United States of America	Granted	Patent	12/772459	May-03-2010	8196941	Jun-12-2012	May-03-2030
TAOC	1316N-001735/US	Damper Tubel Reinforcement Sleeve for Shock Absorber	United States of America	Granted	Patent	13/007718	Jan-17-2011	8408569	Apr-02-2013	Jan-17-2031
TAOC	1316N-001735/US/CPA	Damper Tubel Reinforcement Sleeve for Shock Absorber	United States of America	Granted	Patent	13/167056	Jun-23-2011	8434772	May-07-2013	Jan-17-2031
TAOC	1316N-001736/US	Support Washer for Shock Absorber Valve with Blow-Off Tunability (hold 6-1-08)	United States of America	Granted	Patent	13/020822	Feb-04-2011	8739948	Jun-03-2014	Feb-04-2031
TAOC	1316N-001737/US	Low Noise Compression/Rebound Valve Assembly	United States of America	Granted	Patent	13/187647	Jul-21-2011	9169890	Oct-27-2015	Jul-21-2031
TAOC	1316N-001738/US	Energy harvesting passive & active suspension	United States of America	Granted	Patent	13/286457	Nov-01-2011	8966889	Mar-03-2015	Nov-01-2031
TAOC	1316N-001738/US/COB	Energy harvesting passive & active suspension	United States of America	Pending	Patent	14/616112	Feb-06-2015			Nov-01-2031

41

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316N-001740/US	Monotube Blow Off piston Assembly with Open Bleed	United States of America	Granted	Patent	14/191538	Feb-27-2014	9067471	Jun-30-2015	Feb-27-2034
TAOC	1316N-001741/US	Active suspension with energy recuperation option	United States of America	Granted	Patent	13/736269	Jan-08-2013	9481221	Nov-01-2016	Jan-08-2033
TAOC	1316N-001742/US	Spring Seat Manufacturing Installation Land or Stop Formed Into Seat	United States of America	Granted	Patent	13/314314	Dec-08-2011	8696004	Apr-15-2014	Dec-08-2031
TAOC	1316N-001743/US	Multi Tuneable Degressive Valve	United States of America	Granted	Patent	13/606039	Sep-07-2012	9080629	Jul-14-2015	Sep-07-2032
TAOC	1316N-001744/US	Shock absorber with 4 chambers	United States of America	Pending	Patent	13/487334	Jun-04-2012			Jun-04-2032
TAOC	1316N-001745/US	Rod guide arrangement for digital valve applications	United States of America	Granted	Patent	13/947169	Jul-22-2013	9163691	Oct-20-2015	Jul-22-2033
TAOC	1316N-001746/US	Two Position Valve Arrangements for Shock Absorber	United States of America	Pending	Patent	14/208410	Mar-13-2014			Mar-13-2034
TAOC	1316N-001747/US	Active suspension system with hydraulic energy recuperation, storage and reuse with chamber decoupling and hydraulic boost.	United States of America	Granted	Patent	13/660234	Oct-25-2012	8820064	Sep-02-2014	Oct-25-2032
TAOC	1316N-001748/US	Dual Range Damping System for a Shock Absorber	United States of America	Granted	Patent	13/849581	Mar-25-2013	9074651	Jul-07-2015	Mar-25-2033
TAOC	1316N-001749/JP/01	Jounce bumper nose retaining feature for a Shock Absorber	Japan	Pending	Patent	2015561547	Mar-04-2014			Mar-04-2034
TAOC	1316N-001749/US	Jounce Bumper Nose Retaining feature for a Shock Absorber	United States of America	Granted	Patent	13/787941	Mar-07-2013	9004470	Apr-14-2015	Mar-07-2033
TAOC	1316N-001750/US	Valve Switching Controls for Adjustable Damper	United States of America	Granted	Patent	14/191885	Feb-27-2014	9217483	Dec-22-2015	Feb-27-2034
TAOC	1316N-001750/US/DVB	Valve Switching Controls for Adjustable Damper	United States of America	Pending	Patent	14/947222	Nov-20-2015			Feb-27-2034
TAOC	1316N-001751/US	Rod Guide Assembly with Multi-Piece Valve Assembly, Single Coil Overmold Assembly, Circuit Board Assembly, and Oil Seal Located above the Upper Rod Guide	United States of America	Granted	Patent	14/211318	Mar-14-2014	9404551	Aug-02-2016	Mar-14-2034

42

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316N-001753/US	Suspension Leveling System	United States of America	Granted	Patent	14/249461	Apr-10-2014	9272598	Mar-01-2016	Apr-10-2034
TAOC	1316N-001754/JP/01	Recuperating Passive And Active Suspension	Japan	Pending	Patent	PCT/US2014/38884	May-21-2014			May-21-2034
TAOC	1316N-001754/US	Hydraulic leveling in combination with an active suspension system	United States of America	Granted	Patent	13/950379	Jul-25-2013	9108484	Aug-18-2015	Jul-25-2033
TAOC	1316N-001754/US/DVB	Recuperating Passive and Active Suspension	United States of America	Granted	Patent	14/793866	Jul-08-2015	9586456	Mar-07-2017	Jul-25-2033
TAOC	1316N-001755/US	Frequency dependant passive valve working in rebound and compression	United States of America	Granted	Patent	13/950423	Jul-25-2013	9080634	Jul-14-2015	Jul-25-2033
TAOC	1316N-001756/JP/01	Shock Absorber with Frequency Dependent Passive Valve	Japan	Pending	Patent	PCT/US2015/016571	Feb-19-2015			Feb-19-2035
TAOC	1316N-001756/KR/01	Shock Absorber with Frequency Dependent Passive Valve	Korea (South)	Pending	Patent	PCT/US2015/016571	Feb-19-2015			Feb-19-2035
TAOC	1316N-001756/US	Frequency dependant passive valve working in rebound and compression	United States of America	Granted	Patent	14/193102	Feb-28-2014	9500255	Nov-22-2016	Jul-05-2034
TAOC	1316N-001757/JP-01	Frequency dependant passive valve working in rebound or in compression	Japan	Pending	Patent	PCT/US2014/38874	May-21-2014			May-21-2034
TAOC	1316N-001757/US	Frequency dependant passive valve working in rebound or in compression	United States of America	Granted	Patent	13/975454	Aug-26-2013	9239092	Jan-19-2016	Aug-26-2033
TAOC	1316N-001757/US/CPB	SHOCK ABSORBER WITH FREQUENCY DEPENDENT PASSIVE VALVE	United States of America	Pending	Patent	14/878397	Oct-08-2015			Aug-26-2033
TAOC	1316N-001758/US	Orifice disc for regulating flow in a damper	United States of America	Granted	Patent	14/275235	May-12-2014	9441699	Sep-13-2016	May-12-2034

43

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316N-001759/JP/01	Low pressure high compression damping mono tube shock	Japan	Pending	Patent	PCT/US2014/51062	Aug-14-2014			Aug-14-2034
TAOC	1316N-001759/US	Low pressure high compression damping monotube shock absorber	United States of America	Granted	Patent	14/459394	Aug-14-2014	9533538	Jan-03-2017	Aug-14-2034
TAOC	1316N-001761/US	Damper with Integrated Electronics (In Guide)	United States of America	Granted	Patent	14/193879	Feb-28-2014	9399383	Jul-26-2016	Feb-28-2034
TAOC	1316N-001761/US-COC	Damper with Integrated Electronics	United States of America	Pending	Patent	15/218501	Jul-25-2016			Feb-28-2034
TAOC	1316N-001761/US-CPB	Damper with Integrated Electronics (In Cap)	United States of America	Pending	Patent	14/303943	Jun-13-2014			Feb-28-2034
TAOC	1316N-001763/US	Autonomous Control Damper	United States of America	Pending	Patent	14/192173	Feb-27-2014			Feb-27-2034
TAOC	1316N-001765/US	Rod Guide System and Method with Multiple Solenoid Valve Cartridges and Multiple Pressure Regulated Valve Assemblies	United States of America	Pending	Patent	14/738332	Jun-12-2015			Jun-12-2035
TAOC	1316N-001766/US	Electromagnetic Flywheel Damper and Method Therefor	United States of America	Pending	Patent	14/799179	Jul-14-2015			Jul-14-2035
TAOC	1316N-001766/WO/POA	Electromagnetic Flywheel Damper and Method Therefor	World Intellectual Property Org. (WIPO)	Pending	Patent	PCT/US2015/040591	Jul-15-2015			Jan-30-2018
TAOC	1316N-001767/US	Plastic Spring Seat Having Integrated Crash Member	United States of America	Pending	Patent	14/806776	Jul-23-2015			Jul-23-2035
TAOC	1316N-001769/US	SHOCK ABSORBER WITH FREQUENCY DEPENDENT PASSIVE VALVE	United States of America	Granted	Patent	14/459513	Aug-14-2014	9441700	Sep-13-2016	Aug-14-2034
TAOC	1316N-001769/WO/POA	SHOCK ABSORBER WITH FREQUENCY DEPENDENT PASSIVE VALVE	World Intellectual Property Org. (WIPO)	Pending	Patent	PCT/US2015/038413	Jun-30-2015			Feb-14-2018

44

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316N-001770/JP-01	SHOCK ABSORBER WITH FREQUENCY DEPENDENT PASSIVE VALVE	Japan	Pending	Patent	2017508521	Jun-30-2015			Jun-30-2035
TAOC	1316N-001770/US	SHOCK ABSORBER WITH FREQUENCY DEPENDENT PASSIVE VALVE	United States of America	Granted	Patent	14/459589	Aug-14-2014	9222539	Dec-29-2015	Aug-14-2034
TAOC	1316N-001770/WO/POA	SHOCK ABSORBER WITH FREQUENCY DEPENDENT PASSIVE VALVE	World Intellectual Property Org. (WIPO)	Pending	Patent	PCT/US2015/38416	Jun-30-2015			Feb-14-2018
TAOC	1316N-001771/US	Shock Absorber Having Orifice Check Disc	United States of America	Granted	Patent	14/553118	Nov-25-2014	9500251	Nov-22-2016	Nov-25-2034
TAOC	1316N-001771/WO/POA	Shock Absorber having Orifice Check Disc	World Intellectual Property Org. (WIPO)	Pending	Patent	PCT/US2015/062170	Nov-23-2015			May-25-2018
TAOC	1316N-001772/US	Double Tube Damper With Structural Pressure Tube	United States of America	Pending	Patent	14/991306	Jan-08-2016			Jan-08-2036
TAOC	1316N-001772/WO/POA	Double Tube Damper With Structural Pressure Tube	World Intellectual Property Org. (WIPO)	Pending	Patent	PCT/US2016/012677	Jan-08-2016			Jul-09-2018
TAOC	1316N-001773/US	System and Method For Attaching A Control Element Of An Air Spring With Internal Height Regulating Valve	United States of America	Granted	Patent	14/849005	Sep-09-2015	9579944	Feb-28-2017	Sep-09-2035
TAOC	1316N-001773/WO/POA	System and Method For Attaching A Control Element Of An Air Spring With Internal Height Regulating Valve	World Intellectual Property Org. (WIPO)	Pending	Patent	PCT/US2015/049324	Sep-10-2015			Mar-25-2018
TAOC	1316N-001774/US	Helical Blow-off Disc	United States of America	Granted	Patent	14/716048	May-19-2015	9587703	Mar-07-2017	May-19-2035
TAOC	1316N-001774/US/COB	Variable Pressure Area Non-Concentric Land Piston	United States of America	Pending	Patent	15/402,813	Jan-10-2017			May-19-2035
TAOC	1316N-001775/US	Shock Absorber Having Check Disc for Orifice Passage	United States of America	Pending	Patent	15/046566	Feb-18-2016			Feb-18-2036

45

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	1316N-001777/US	Monotube Active Suspension System Having Different System Layouts for Controlling Pump Flow Distribution	United States of America	Pending	Patent	15/434435	Feb-16-2017			Feb-16-2037
TAOC	1316N-001778/US	System for Active Control of Suspension	United States of America	Pending	Patent	15/440059	Feb-23-2017			Feb-23-2037
TAOC	1316N-001778/WO/POA	System and Method for Controlling Dampers of an Active Suspension System	World Intellectual Property Org. (WIPO)	Pending	Patent	PCT/US2017/019330	Feb-24-2017			Aug-24-2019
TAOC	1316N-001779/US	Damper Having Reinforced Catcher	United States of America	Pending	Patent	15/077214	Mar-22-2016			Mar-22-2036
TAOC	1316N-001780/US	Single Piece Steering Stabalizer for Motor Vehicle	United States of America	Pending	Patent	15/189574	Jun-22-2016			Jun-22-2036
TAOC	1316N-001781/US/PS1	Method of Alerting Driver to Condition of Suspension System	United States of America	Pending	Patent	62/403,256	Oct-03-2016			Oct-03-2017
TAOC	1316N-001782/US	Baffle Tube for Damper with Electromechanical Valve	United States of America	Pending	Patent	15/380468	Dec-15-2016			Dec-15-2036
TAOC	1316N-001784/US	Quad FET for Power and Accuracy	United States of America	Pending	Patent	15/464,735	Mar-21-2017			Mar-21-2037
TAOC	1316N-101773/DE-01	System and Method For Attaching A Control Element Of An Air Spring With Internal Height Regulating Valve	Germany	Pending	Patent	PCT/US2015/049324	Sep-10-2015			Sep-10-2035
TAOC	1316N-101779/CN	Damper Having Reinforced Catcher	China	Pending	Patent	201710155977.4	Mar-16-2017			Mar-16-2037
TAOC	1316N-101779/JP	Damper Having Reinforced Catcher	Japan	Pending	Patent	2017-055650	Mar-22-2017			Mar-22-2037
TAOC	1316N-101783/IN	Frequency Dependent Damper	India	Pending	Patent	201621040502	Nov-28-2016			Nov-28-2036
TAOC	2001E-001625/US	ACOUSTIC SYSTEM IDENTIFICATION USING ACOUSTIC MASKING	United States of America	Granted	Patent	09/195294	Nov-18-1998	6594365	Jul-15-2003	Nov-18-2018
TAOC	2001P-001698/CN/03	In-Line Flow Diverter	China	Pending	Patent	PCT/US2015/017220	Feb-24-2015			Feb-24-2035
TAOC	2001P-001698/DE/03	In-Line Flow Diverter	Germany	Pending	Patent	PCT/US2015/017220	Feb-24-2015			Feb-24-2035

46

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001P-001748/IN/03	Perforated Mixing Pipe with Swirler	India	Pending	Patent	PCT/US2015/026843	Apr-21-2015			Apr-21-2035
TAOC	2001P-001748/JP/02	Perforated Mixing Pipe with Swirler	Japan	Pending	Patent	PCT/US2014/048381	Jul-28-2014			Jul-28-2034
TAOC	2001P-001776/CN	Fluid Delivery System for Exhaust Aftertreatment System	China	Granted	Patent	201620556991.6	Jul-08-2016	ZL201620556991.6	Dec-28-2016	Jul-08-2036
TAOC	2001P-101639/CN/01	COMBINED MUFFLER / HEAT EXCHANGER	China	Granted	Patent	200580020805.1	Jun-21-2005	ZL200580020805.1	May-13-2009	Jun-21-2025
TAOC	2001P-101639/DE/01	COMBINED MUFFLER / HEAT EXCHANGER	Germany	Granted	Patent	11 2005 001 444.4	Jun-21-2005	11 2005 001 444	Mar-01-2012	Jun-21-2025
TAOC	2001P-101639/IN/01	COMBINED MUFFLER / HEAT EXCHANGER	India	Granted	Patent	7035/DELNP/2006	Jun-21-2005	271335	Feb-17-2016	Jun-21-2025
TAOC	2001P-101639/JP/01	COMBINED MUFFLER / HEAT EXCHANGER	Japan	Granted	Patent	2007-518178	Jun-21-2005	4621735	Nov-05-2010	Jun-21-2025
TAOC	2001P-101639/KR/01	COMBINED MUFFLER / HEAT EXCHANGER	Korea (South)	Granted	Patent	10-2006-7026182	Jun-21-2005	10-1177763	Aug-22-2012	Jun-21-2025
TAOC	2001P-101644/IN/01	POST CALIBRATION CATALYTIC CONVERTER CANNING APPARATUS AND METHOD	India	Pending	Patent	4944/DELNP/2007	Jan-12-2006			Jan-12-2026
TAOC	2001P-101644/KR/01	POST CALIBRATION CATALYTIC CONVERTER CANNING APPARATUS AND METHOD	Korea (South)	Granted	Patent	10-2007-7015776	Jan-12-2006	10-1214883	Dec-17-2012	Jan-12-2026
TAOC	2001P-101647/BR/01	Novel Method for Reducing NOx Emissions from Diesel Exhaust using Hydrogen as a Reducing Agent	Brazil	Pending	Patent	PI 061 8367-0	Oct-26-2006			Oct-26-2026
TAOC	2001P-101647/CN/01	Novel Method for Reducing NOx Emissions from Diesel Exhaust using Hydrogen as a Reducing Agent	China	Granted	Patent	200680041505-6	Oct-26-2006	ZL2006800415056	Jul-27-2011	Oct-26-2026
TAOC	2001P-101647/DE/01	Novel Method for Reducing NOx Emissions from Diesel Exhaust using Hydrogen as a Reducing Agent	Germany	Pending	Patent	11 2006 003 078.7	Oct-26-2006			Oct-26-2026
TAOC	2001P-101647/GB/01	Novel Method for Reducing NOx Emissions from Diesel Exhaust using Hydrogen as a Reducing Agent	United Kingdom	Pending	Patent	0808179.6	Oct-26-2006			Oct-26-2026

47

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001P-101647/IN/01	Novel Method for Reducing NOx Emissions from Diesel Exhaust using Hydrogen as a Reducing Agent	India	Granted	Patent	3673/DELNP/2008	Oct-26-2006	268297	Aug-25-2015	Oct-26-2026
TAOC	2001P-101647/JP/01	Novel Method for Reducing NOx Emissions from Diesel Exhaust using Hydrogen as a Reducing Agent	Japan	Granted	Patent	2008-540045	Oct-26-2006	4927862	Feb-17-2012	Oct-26-2026
TAOC	2001P-101647/KR/01	Novel Method for Reducing NOx Emissions from Diesel Exhaust using Hydrogen as a Reducing Agent	Korea (South)	Granted	Patent	10-2008-7013450	Oct-26-2006	10-1395731	May-09-2014	Oct-26-2026
TAOC	2001P-101648/JP/01	Fluid Bearing Assisted Assembly of an Exhaust Treatment Device	Japan	Granted	Patent	2008-548719	Dec-28-2006	5059781	Aug-10-2012	Dec-28-2026
TAOC	2001P-101658/BR/04	Snap action valve for Exhaust system	Brazil	Pending	Patent	PI0908042-2	Jan-13-2009			Jan-13-2029
TAOC	2001P-101658/BR/06	Snap action valve for Exhaust system	Brazil	Pending	Patent	112013013079-2	Nov-28-2011			Nov-28-2031
TAOC	2001P-101658/CN/01	Snap action valve for Exhaust system	China	Granted	Patent	200780052009.5	Nov-02-2007	ZL2007800520095	Mar-28-2012	Nov-02-2027
TAOC	2001P-101658/CN/06	Snap action valve for Exhaust system	China	Granted	Patent	201180057134.1	Nov-28-2011	ZL2011800571341	Oct-19-2016	Nov-28-2031
TAOC	2001P-101658/DE/01	Snap action valve for Exhaust system	Germany	Granted	Patent	11 2007 003 404.1	Nov-02-2007	1120070034041	Mar-19-2015	Nov-02-2027
TAOC	2001P-101658/DE/04	Snap action valve for Exhaust system	Germany	Granted	Patent	11 2009 000 440.7	Jan-13-2009	112009000440	Oct-23-2014	Jan-13-2029
TAOC	2001P-101658/EP/06	Snap action valve for Exhaust system	European Patent Office (EPO)	Pending	Patent	118446285	Nov-28-2011			Nov-28-2031
TAOC	2001P-101658/IN/04	Snap action valve for Exhaust system	India	Pending	Patent	5793/DELNP/2010	Jan-13-2009			Jan-13-2029
TAOC	2001P-101658/IN/06	Snap action valve for Exhaust system	India	Pending	Patent	3806/CHENP/2013	Nov-28-2011			Nov-28-2031
TAOC	2001P-101658/JP/01	Snap action valve for Exhaust system	Japan	Granted	Patent	2009-553559	Nov-02-2007	5281022	May-31-2013	Nov-02-2027

48

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001P-101658/JP/04	Snap action valve for Exhaust system	Japan	Granted	Patent	2010-549681	Jan-13-2009	5377524	Oct-04-2013	Jan-13-2029
TAOC	2001P-101658/KR/04	Snap action valve for Exhaust system	Korea (South)	Granted	Patent	10-2010-7019826	Jan-13-2009	10-1504894	Mar-17-2015	Jan-13-2029
TAOC	2001P-101658/KR/06	Snap action valve for Exhaust system	Korea (South)	Pending	Patent	10 2013-7013732	Nov-28-2011			Nov-28-2031
TAOC	2001P-101658/KR/07	Snap action valve for Exhaust system	Korea (South)	Granted	Patent	10-2014-7020321	Nov-28-2011	101570971	Nov-17-2015	Nov-28-2031
TAOC	2001P-101660/BR/01	Catalytic Converter Mid Bed Insulation Ring	Brazil	Pending	Patent	PI 0718926-5	Oct-23-2007			Oct-23-2027
TAOC	2001P-101660/CA/01	Catalytic Converter Mid Bed Insulation Ring	Canada	Granted	Patent	2670740	Oct-23-2007	2670740	Mar-26-2013	Oct-23-2027
TAOC	2001P-101660/CN/02	Catalytic Converter Mid Bed Insulation Ring	China	Granted	Patent	201110439745.4	Oct-23-2007	ZL 201110439745.4	Jan-15-2014	Oct-23-2027
TAOC	2001P-101660/KR/01	Catalytic Converter Mid Bed Insulation Ring	Korea (South)	Granted	Patent	10-2009-7013025	Oct-23-2007	101525630	May-28-2015	Oct-23-2027
TAOC	2001P-101661/IN/01	Diesel Particulate filter in-line application for large displacement engines	India	Pending	Patent	403MUMNP2020	Aug-07-2008			Aug-07-2028
TAOC	2001P-101662/BR/01	Exhaust Gas Cooling Pipe Design	Brazil	Pending	Patent	PI 0815812-6	Aug-28-2008			Aug-28-2028
TAOC	2001P-101662/CN/01	Exhaust Gas Cooling Pipe Design	China	Granted	Patent	200880104847.7	Aug-28-2008	ZL200880104847.7	Oct-17-2012	Aug-28-2028
TAOC	2001P-101662/DE/01	Exhaust Gas Cooling Pipe Design	Germany	Granted	Patent	11 2008 002 339.5	Aug-28-2008	11 2008 002 339	May-22-2014	Aug-28-2028
TAOC	2001P-101662/IN/01	Exhaust Gas Cooling Pipe Design	India	Pending	Patent	867CHENP2010	Aug-28-2008			Aug-28-2028
TAOC	2001P-101662/KR/01	Exhaust Gas Cooling Pipe Design	Korea (South)	Granted	Patent	10 2010-7004447	Aug-28-2008	10-1388625	Apr-17-2014	Aug-28-2028
TAOC	2001P-101663/DE/01	Chair Air Bypass for Aftertreatment Combustion Air Supply	Germany	Pending	Patent	11 2009 000 424.5	Jan-13-2009			Jan-13-2029
TAOC	2001P-101663/IN/01	Charged Air Bypass for Aftertreatment Combustion Air Supply	India	Pending	Patent	5792/DELNP/2010	Jan-13-2009			Jan-13-2029
TAOC	2001P-101663/JP/01	Charged Air Bypass for Aftertreatment Combustion Air Supply	Japan	Pending	Patent	2010-549682	Jan-13-2009			Jan-13-2029
TAOC	2001P-101665/BR/01	Snap Action Valve with Bumper Pad	Brazil	Pending	Patent	PI1006433-8	Mar-22-2010			Mar-22-2030

49

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001P-101665/CN/01	Snap Action Valve with Bumper Pad	China	Granted	Patent	201080016686.3	Mar-22-2010	ZL201080016686.3	Apr-02-2014	Mar-22-2030
TAOC	2001P-101665/IN/01	Snap Action Valve with Bumper Pad	India	Pending	Patent	7240/CHENP/2011	Mar-22-2010			Mar-22-2030
TAOC	2001P-101665/JP/01	Snap Action Valve with Bumper Pad	Japan	Granted	Patent	2012-506043	Mar-22-2010	5638061	Oct-31-2014	Mar-22-2030
TAOC	2001P-101665/KR/01	Snap Action Valve with Bumper Pad	Korea (South)	Pending	Patent	10-2011-7023933	Mar-22-2010			Mar-22-2030
TAOC	2001P-101665/KR/02	Rotary Valve Assembly	Korea (South)	Granted	Patent	10-2016-7008403	Mar-30-2016	101652958	Aug-25-2016	Mar-30-2036
TAOC	2001P-101666/BR/01	SNAP ACTION VALVE WITH INERTIAL DAMPER	Brazil	Pending	Patent	PI 1007720-0	May-07-2010			May-07-2030
TAOC	2001P-101666/CN/01	SNAP ACTION VALVE WITH INERTIAL DAMPER	China	Granted	Patent	201080022088.7	May-07-2010	ZL201080022088.7	May-21-2014	May-07-2030
TAOC	2001P-101666/DE/01	SNAP ACTION VALVE WITH INERTIAL DAMPER	Germany	Pending	Patent	11 2010 002 064.7	May-07-2010			May-07-2030
TAOC	2001P-101666/IN/01	SNAP ACTION VALVE WITH INERTIAL DAMPER	India	Pending	Patent	7749/CHENP/2011	May-07-2010			May-07-2030
TAOC	2001P-101666/JP/01	SNAP ACTION VALVE WITH INERTIAL DAMPER	Japan	Granted	Patent	2012-511884	May-07-2010	5801797	Sep-04-2015	May-07-2030
TAOC	2001P-101666/KR/01	SNAP ACTION VALVE WITH INERTIAL DAMPER	Korea (South)	Pending	Patent	10-2011-7027830	May-07-2010			May-07-2030
TAOC	2001P-101666/KR/02	SNAP ACTION VALVE WITH INERTIAL DAMPER	Korea (South)	Granted	Patent	10-2015-7016675	May-07-2010	10-1609629	Mar-31-2016	May-07-2030
TAOC	2001P-101666/KR/03	SNAP ACTION VALVE WITH INERTIAL DAMPER	Korea (South)	Pending	Patent	PCT/US2010/034061	May-07-2010			May-07-2030
TAOC	2001P-101667/BR/01	METHOD OF INSTALLING SNAP ACTION VALVE IN A CONDUIT	Brazil	Pending	Patent	PI 1006594-6	Mar-22-2010			Mar-22-2030
TAOC	2001P-101667/CN/01	METHOD OF INSTALLING SNAP ACTION VALVE IN A CONDUIT	China	Granted	Patent	201080016938.2	Mar-22-2010	ZL 201080016938.2	Jan-15-2014	Mar-22-2030
TAOC	2001P-101667/DE/01	METHOD OF INSTALLING SNAP ACTION VALVE IN A CONDUIT	Germany	Granted	Patent	11 2010 001 634.8	Mar-22-2010	1120100016348	Feb-21-2013	Mar-22-2030

50

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001P-101667/IN/01	METHOD OF INSTALLING SNAP ACTION VALVE IN A CONDUIT	India	Pending	Patent	7369/CHENP/2011	Mar-22-2010			Mar-22-2030
TAOC	2001P-101667/JP/01	METHOD OF INSTALLING SNAP ACTION VALVE IN A CONDUIT	Japan	Granted	Patent	2012-506045	Mar-22-2010	5498567	Mar-14-2014	Mar-22-2030
TAOC	2001P-101667/KR/01	METHOD OF INSTALLING SNAP ACTION VALVE IN A CONDUIT	Korea (South)	Granted	Patent	10-2011-7024199	Mar-22-2010	10513238	Apr-13-2015	Mar-22-2030
TAOC	2001P-101668/CN/01	Snapper Valve for Hot End Systems with Burners	China	Granted	Patent	201180008119.8	Feb-23-2011	ZL2011800081198	Jun-24-2015	Feb-23-2031
TAOC	2001P-101668/DE/01	Snapper Valve for Hot End Systems with Burners	Germany	Pending	Patent	11 2011 100697.7	Feb-23-2011			Feb-23-2031
TAOC	2001P-101668/IN/01	Snapper Valve for Hot End Systems with Burners	India	Pending	Patent	5788/CHENP/2012	Feb-23-2011			Feb-23-2031
TAOC	2001P-101668/KR/01	Snapper Valve for Hot End Systems with Burners	Korea (South)	Pending	Patent	10-2012-7018195	Feb-23-2011			Feb-23-2031
TAOC	2001P-101668/TH/01	Snapper Valve for Hot End Systems with Burners	Thailand	Pending	Patent	1201004244	Feb-23-2011			Feb-23-2031
TAOC	2001P-101669/CN/01	09-0370 Ultrasonic Acoustic Emissions to Detect Substrate Fracture	China	Pending	Patent	201180025387.0	May-13-2011			May-13-2031
TAOC	2001P-101669/IN/01	09-0370 Ultrasonic Acoustic Emissions to Detect Substrate Fracture	India	Pending	Patent	9258/CHENP/2012	May-13-2011			May-13-2031
TAOC	2001P-101671/BR/02	On Vehicle NOx aftertreatment system	Brazil	Pending	Patent	11 2012 019611 1	Feb-16-2011			Feb-16-2031
TAOC	2001P-101671/IN/02	On Vehicle NOx aftertreatment system	India	Pending	Patent	7634/CHENP/2012	Feb-16-2011			Feb-16-2031
TAOC	2001P-101671/KR/02	On Vehicle NOx aftertreatment system	Korea (South)	Granted	Patent	10-2012-7021419	Feb-16-2011	101487178	Jan-22-2015	Feb-16-2031

51

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001P-101672/TH/01	Inverted Exhaust Gas Treatment Injector	Thailand	Pending	Patent	1201005772	May-02-2011			May-02-2031
TAOC	2001P-101673/BR/01	Exhaust Gas Stream Vortex Breaker	Brazil	Pending	Patent	11 2013 009374-9	Oct-18-2011			Oct-18-2031
TAOC	2001P-101673/CN/01	Exhaust Gas Stream Vortex Breaker	China	Granted	Patent	201180050557.0	Oct-18-2011	ZL201180050557.0	Oct-21-2015	Oct-18-2031
TAOC	2001P-101673/DE/01	Exhaust Gas Stream Vortex Breaker	Germany	Granted	Patent	11 2011 103 519.5	Oct-18-2011	11 2011 103 519	Apr-21-2016	Oct-18-2031
TAOC	2001P-101673/IN/01	Exhaust Gas Stream Vortex Breaker	India	Pending	Patent	2445/CHENP/2013	Oct-18-2011			Oct-18-2031
TAOC	2001P-101673/JP/01	Exhaust Gas Stream Vortex Breaker	Japan	Granted	Patent	2013-534994	Oct-18-2011	5746355	May-15-2015	Oct-18-2031
TAOC	2001P-101673/KR/01	Exhaust Gas Stream Vortex Breaker	Korea (South)	Granted	Patent	10-2013-7009716	Oct-18-2011	10-1512362	Apr-09-2015	Oct-18-2031
TAOC	2001P-101673/TH/01	Exhaust Gas Stream Vortex Breaker	Thailand	Pending	Patent	1301002084	Oct-18-2011			Oct-18-2031
TAOC	2001P-101676/BR/01	HIGH VOLUME EXHAUST GAS TREATMENT SYSTEM	Brazil	Pending	Patent	11 2013 010300 0	Oct-18-2011			Oct-18-2031
TAOC	2001P-101676/CN/01	HIGH VOLUME EXHAUST GAS TREATMENT SYSTEM	China	Granted	Patent	201180052298.5	Oct-18-2011	201180052298.5	Mar-23-2016	Oct-18-2031
TAOC	2001P-101676/DE/01	HIGH VOLUME EXHAUST GAS TREATMENT SYSTEM	Germany	Pending	Patent	11 2011 103 624.8	Oct-18-2011			Oct-18-2031
TAOC	2001P-101676/IN/01	HIGH VOLUME EXHAUST GAS TREATMENT SYSTEM	India	Pending	Patent	2897/CHENP/2013	Oct-18-2011			Oct-18-2031
TAOC	2001P-101676/JP/01	HIGH VOLUME EXHAUST GAS TREATMENT SYSTEM	Japan	Granted	Patent	2013-536665	Oct-18-2011	5735120	Apr-24-2015	Oct-18-2031
TAOC	2001P-101676/KR/01	HIGH VOLUME EXHAUST GAS TREATMENT SYSTEM	Korea (South)	Pending	Patent	10-2013-7010696	Oct-18-2011			Oct-18-2031
TAOC	2001P-101676/KR/02	HIGH VOLUME EXHAUST GAS TREATMENT SYSTEM	Korea (South)	Granted	Patent	1020157015585	Jun-11-2015	101548494	Aug-25-2015
TAOC	2001P-101677/BR/01	Exhaust Treatment Device Insulation System	Brazil	Pending	Patent	BR112013013280-9	Nov-15-2011			Nov-15-2031
TAOC	2001P-101677/CN/01	Exhaust Treatment Device Insulation System	China	Pending	Patent	201180057343.6	Nov-15-2011			Nov-15-2031

52

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001P-101677/IN/01	Exhaust Treatment Device Insulation System	India	Pending	Patent	3650/CHENP/2013	Nov-15-2011			Nov-15-2031
TAOC	2001P-101679/BR/01	Inlet for Exhaust Treatment Device	Brazil	Pending	Patent	BR 11 2013 012354 0	Nov-15-2011			Nov-15-2031
TAOC	2001P-101679/DE/01	Inlet for Exhaust Treatment Device	Germany	Pending	Patent	11 2011 103 815.1	Nov-15-2011			Nov-15-2031
TAOC	2001P-101679/IN/01	Inlet for Exhaust Treatment Device	India	Pending	Patent	3618/CHENP/2013	Nov-15-2011			Nov-15-2031
TAOC	2001P-101680/IN/01	Axial Exhaust Inlet / Outlet Configuration for T.R.U.E.-Clean	India	Pending	Patent	5680/CHENP/2013	Jan-27-2012			Jan-27-2032
TAOC	2001P-101680/KR/01	Axial Exhaust Inlet / Outlet Configuration for T.R.U.E.-Clean	Korea (South)	Granted	Patent	10-2013-7019637	Jan-27-2012	101551618	Sep-03-2015	Jan-27-2032
TAOC	2001P-101680/TH/01	Axial Exhaust Inlet / Outlet Configuration for T.R.U.E.-Clean	Thailand	Pending	Patent	1301004247	Jan-27-2012			Jan-27-2032
TAOC	2001P-101682/BR/01	Tank Air Interchange Normalizing Tube	Brazil	Pending	Patent	11 2013 014211 1	Dec-07-2011			Dec-07-2031
TAOC	2001P-101682/CN/01	Tank Air Interchange Normalizing Tube	China	Granted	Patent	201180058572.X	Dec-07-2011	ZL201180058572.X	Jul-22-2015	Dec-07-2031
TAOC	2001P-101682/DE/01	Tank Air Interchange Normalizing Tube	Germany	Granted	Patent	11 2011 104 219.1	Dec-07-2011	1120111042191	Aug-04-2016	Dec-07-2031
TAOC	2001P-101682/IN/01	Tank Air Interchange Normalizing Tube	India	Pending	Patent	3765/CHENP/2013	Dec-07-2011			Dec-07-2031
TAOC	2001P-101682/JP/01	Tank Air Interchange Normalizing Tube	Japan	Granted	Patent	2013-543296	Dec-07-2011	5736466	Apr-24-2015	Dec-07-2031
TAOC	2001P-101682/KR/01	Tank Air Interchange Normalizing Tube	Korea (South)	Granted	Patent	10-2013-7017529	Dec-07-2011	101474528	Dec-12-2014	Dec-07-2031
TAOC	2001P-101682/TH/01	Tank Air Interchange Normalizing Tube	Thailand	Granted	Patent	1301002980	Dec-07-2011	42285	Dec-09-2014	Dec-07-2031
TAOC	2001P-101683/CN/01	Exhaust Aftertreatment Device With Integrated Shell And Baffle	China	Granted	Patent	201280011773.9	Feb-27-2012	ZL20180011739	Jun-29-2016	Feb-27-2032
TAOC	2001P-101683/IN/01	Exhaust Aftertreatment Device With Integrated Shell And Baffle	India	Pending	Patent	1570/MUMNP/2013	Feb-27-2012			Feb-27-2032
TAOC	2001P-101683/JP/01	Exhaust Aftertreatment Device With Integrated Shell And Baffle	Japan	Granted	Patent	2013-557748	Feb-27-2012	5796093	Aug-21-2015	Feb-27-2032
TAOC	2001P-101683/KR/01	Exhaust Aftertreatment Device With Integrated Shell And Baffle	Korea (South)	Granted	Patent	10-2013-7025693	Feb-27-2012	101521965	May-14-2015	Feb-27-2032

53

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001P-101683/TH/01	Exhaust Aftertreatment Device With Integrated Shell And Baffle	Thailand	Pending	Patent	1301004844	Feb-27-2012			Feb-27-2032
TAOC	2001P-101684/CN/01	Tri-Flow Exhaust Treatment Device with Reductant Mixing Tube	China	Granted	Patent	201280012298.7	Feb-27-2012	201800122987	May-25-2016	Feb-27-2032
TAOC	2001P-101684/IN/01	Tri-Flow Exhaust Treatment Device with Reductant Mixing Tube	India	Pending	Patent	1572/MUMNP/2013	Feb-27-2012			Feb-27-2032
TAOC	2001P-101684/JP/01	Tri-Flow Exhaust Treatment Device with Reductant Mixing Tube	Japan	Granted	Patent	2013-557749	Feb-27-2012	5675028	Jan-09-2015	Feb-27-2032
TAOC	2001P-101684/JP/02	Tri-Flow Exhaust Treatment Device With Reductant Mixing Tube	Japan	Granted	Patent	2014-259596	Feb-27-2012	5987050	Aug-12-2016	Feb-27-2032
TAOC	2001P-101684/KR/01	Tri-Flow Exhaust Treatment Device with Reductant Mixing Tube	Korea (South)	Granted	Patent	10-2013-7026509	Feb-27-2012	101531603	Jun-19-2015	Feb-27-2032
TAOC	2001P-101684/TH/01	Tri-Flow Exhaust Treatment Device with Reductant Mixing Tube	Thailand	Pending	Patent	1301004922	Feb-27-2012			Feb-27-2032
TAOC	2001P-101685/CN/01	Poka-Yoke Mounting System for an Exhaust Treatment Device	China	Granted	Patent	201280011526.9	Feb-27-2012	201800115269	May-18-2016	Feb-27-2032
TAOC	2001P-101685/IN/01	Poka-Yoke Mounting System for an Exhaust Treatment Device	India	Pending	Patent	1571/MUMNP/2013	Feb-27-2012			Feb-27-2032
TAOC	2001P-101685/JP/01	Poka-Yoke Mounting System for an Exhaust Treatment Device	Japan	Granted	Patent	2013-556760	Feb-27-2012	5689187	Feb-06-2015	Feb-27-2032
TAOC	2001P-101685/KR/01	Poka-Yoke Mounting System for an Exhaust Treatment Device	Korea (South)	Granted	Patent	10-2013-7025694	Feb-27-2012	101502497	Mar-09-2015	Feb-27-2032
TAOC	2001P-101685/TH/01	Poka-Yoke Mounting System for an Exhaust Treatment Device	Thailand	Pending	Patent	1301004823	Feb-27-2012			Feb-27-2032
TAOC	2001P-101692/JP/01	Retrofit Injector Mount	Japan	Granted	Patent	2013-554459	Jan-27-2012	5812544	Oct-02-2015	Jan-27-2032
TAOC	2001P-101692/KR/01	Retrofit Injector Mount	Korea (South)	Granted	Patent	10-2013-7023821	Jan-27-2012	101502498	Mar-09-2015	Jan-27-2032
TAOC	2001P-101694/CN/01	Reductant Injection Control System	China	Granted	Patent	201280038254.1	Jul-19-2012	ZL2012800382541	Mar-08-2017	Jul-19-2032
TAOC	2001P-101694/DE/01	RReductant Injection Control System	Germany	Pending	Patent	11 2012 003 259.4	Jul-19-2012			Jul-19-2032

54

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001P-101694/IN/01	RReductant Injection Control System	India	Pending	Patent	713/CHENP/2014	Jul-19-2012			Jul-19-2032
TAOC	2001P-101694/KR/01	RReductant Injection Control System	Korea (South)	Granted	Patent	10-2014-7005754	Jul-19-2012	101551773	Sep-03-2015	Jul-19-2032
TAOC	2001P-101694/TH/01	RReductant Injection Control System	Thailand	Pending	Patent	1401000542	Jul-19-2012			Jul-19-2032
TAOC	2001P-101697/CN/01	Leaf Spring Bracket	China	Granted	Patent	201280027885.3	May-10-2012	ZL2012800278853	Aug-24-2016	May-10-2032
TAOC	2001P-101697/CN/02	Leaf Spring Bracket	China	Pending	Patent	201610585608.4	May-10-2012			May-10-2032
TAOC	2001P-101697/DE/01	Leaf Spring Bracket	Germany	Pending	Patent	11 2012 002 385.4	May-10-2012			May-10-2032
TAOC	2001P-101697/IN/01	Leaf Spring Bracket	India	Pending	Patent	6/DELNP/2014	May-10-2012			May-10-2032
TAOC	2001P-101697/JP/01	Leaf Spring Bracket	Japan	Pending	Patent	2014-514464	May-10-2012			May-10-2032
TAOC	2001P-101697/KR/01	Leaf Spring Bracket	Korea (South)	Pending	Patent	10-2014-7000244	May-10-2012			May-10-2032
TAOC	2001P-101697/TH/01	Leaf Spring Bracket	Thailand	Pending	Patent	1301006904	May-10-2012			May-10-2032
TAOC	2001P-101698/BR/01	Pre-Injection Flow Modifier	Brazil	Pending	Patent	11 2014 005214 0	Aug-29-2012			Aug-29-2032
TAOC	2001P-101698/CN/01	Pre-Injection Flow Modifier	China	Pending	Patent	201280043884.8	Aug-29-2012			Aug-29-2032
TAOC	2001P-101698/CN-04	Pre-Injection Flow Modifier	China	Pending	Patent	201611110849.X	Dec-02-2016			Dec-02-2036
TAOC	2001P-101698/DE/01	Pre-Injection Flow Modifier	Germany	Pending	Patent	11 2012 003 742.1	Aug-29-2012			Aug-29-2032
TAOC	2001P-101698/IN/01	Pre-Injection Flow Modifier	India	Pending	Patent	967/CHENP/2014	Aug-29-2012			Aug-29-2032
TAOC	2001P-101698/JP/01	Pre-Injection Flow Modifier	Japan	Pending	Patent	2014-529765	Aug-29-2012			Aug-29-2032
TAOC	2001P-101698/KR/01	Pre-Injection Flow Modifier	Korea (South)	Granted	Patent	10-2014-7008739	Aug-29-2012	10-1610707	Apr-04-2016	Aug-29-2032
TAOC	2001P-101698/TH/01	Pre-Injection Flow Modifier	Thailand	Pending	Patent	1401001124	Aug-29-2012			Aug-29-2032
TAOC	2001P-101700/CN/01	Exhaust Gas Aftertreatment System for Engines Equipped with Exhaust Gas Recirculation EQUIPPED WITH EXHAUST GAS RECIRCULATION	China	Pending	Patent	PCT/US2012/053633	Sep-04-2012			Sep-04-2032

55

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001P-101702/BR/01	ExhausTreatment Device with Integral Mount	Brazil	Pending	Patent	11 2014 008035 6	Sep-04-2012			Sep-04-2032
TAOC	2001P-101702/CN/01	ExhausTreatment Device with Integral Mount	China	Granted	Patent	201280053844.1	Sep-04-2012	ZL2012800538441	Feb-17-2017	Sep-04-2032
TAOC	2001P-101702/DE/01	ExhausTreatment Device with Integral Mount	Germany	Pending	Patent	11 2012 004 198.4	Sep-04-2012			Sep-04-2032
TAOC	2001P-101702/DE/04	ExhausTreatment Device with Integral Mount	Germany	Pending	Patent	PCT/US2015/027908	Apr-28-2015			Apr-28-2035
TAOC	2001P-101702/IN/01	ExhausTreatment Device with Integral Mount	India	Pending	Patent	574/MUMNP/2014	Sep-04-2012			Sep-04-2032
TAOC	2001P-101702/JP/01	ExhausTreatment Device with Integral Mount	Japan	Granted	Patent	2014-534570	Sep-04-2012	5985647	Aug-12-2016	Sep-04-2032
TAOC	2001P-101702/KR/01	ExhausTreatment Device with Integral Mount	Korea (South)	Granted	Patent	10-2014-7011523	Sep-04-2012	10-1623511	May-17-2016	Sep-04-2032
TAOC	2001P-101703/CN/01	Threaded Mount for injectors	China	Pending	Patent	201280057185.9	Nov-20-2012			Nov-20-2032
TAOC	2001P-101703/DE/01	Threaded Mount for injectors	Germany	Pending	Patent	11 2012 004 851.2	Nov-20-2012			Nov-20-2032
TAOC	2001P-101703/KR/01	Threaded Mount for injectors	Korea (South)	Pending	Patent	10-2014-7016598	Nov-20-2012			Nov-20-2032
TAOC	2001P-101703/TH/01	Threaded Mount for injectors	Thailand	Pending	Patent	1401002696	Nov-20-2012			Nov-20-2032
TAOC	2001P-101704/CN/01	XNOX Common rail	China	Pending	Patent	201380032123.7	Jun-05-2013			Jun-05-2033
TAOC	2001P-101704/IN/01	Common Rail Reductant Injection System	India	Pending	Patent	8276/CHENP/2014	Jun-05-2013			Jun-05-2033
TAOC	2001P-101704/JP/01	Common Rail Reductant Injection System	Japan	Pending	Patent	2015518423	Jun-05-2013			Jun-05-2033
TAOC	2001P-101704/KR/01	XNOX Common rail 1	Korea (South)	Pending	Patent	10-2014-7033098	Jun-05-2013			Jun-05-2033
TAOC	2001P-101704/TH/01	Common Rail Reductant Injection System	Thailand	Pending	Patent	1401007395	Jun-05-2013			Jun-05-2033
TAOC	2001P-101705/BR/01	Peak and Hold Voltage Peak and Hold Threshold Control	Brazil	Pending	Patent	11 2014 0138842	Nov-20-2012			Nov-20-2032
TAOC	2001P-101705/CN/01	Peak and Hold Voltage Peak and Hold Threshold Control	China	Granted	Patent	201280059848.0	Nov-20-2012	201280059848.0	Jun-22-2016	Nov-20-2032
TAOC	2001P-101705/DE/01	Peak and Hold Voltage Peak and Hold Threshold Control	Germany	Pending	Patent	11 2012 005 108.5	Nov-20-2012			Nov-20-2032

56

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001P-101705/IN/01	Peak and Hold Voltage Peak and Hold Threshold Control	India	Pending	Patent	3630/CHENP/2014	Nov-20-2012			Nov-20-2032
TAOC	2001P-101705/JP/01	Peak and Hold Voltage Peak and Hold Threshold Control	Japan	Pending	Patent	2014-545926	Nov-20-2012			Nov-20-2032
TAOC	2001P-101705/KR/01	Peak and Hold Voltage Peak and Hold Threshold Control	Korea (South)	Granted	Patent	10-2014-7015136	Nov-20-2012	101590927	Jan-27-2016	Nov-20-2032
TAOC	2001P-101705/KR/02	Peak and Hold Voltage Peak and Hold Threshold Control	Korea (South)	Granted	Patent	1020167002350	Jan-27-2016	10-1661631	Sep-26-2016
TAOC	2001P-101705/TH/01	Peak and Hold Voltage Peak and Hold Threshold Control	Thailand	Pending	Patent	1401003109	Nov-20-2012			Nov-20-2032
TAOC	2001P-101706/CN/01	Exhaust Treatment Secondary Air Supply System	China	Pending	Patent	201380013925.3	Jan-30-2013			Jan-30-2033
TAOC	2001P-101706/IN/01	Exhaust Treatment Secondary Air Supply System	India	Pending	Patent	6456/CHENP/2014	Jan-30-2013			Jan-30-2033
TAOC	2001P-101706/JP/01	Exhaust Treatment Secondary Air Supply System	Japan	Pending	Patent	2014-560915	Jan-30-2013			Jan-30-2033
TAOC	2001P-101706/KR/01	Exhaust Treatment Secondary Air Supply System	Korea (South)	Pending	Patent	10-2014-7025352	Jan-30-2013			Jan-30-2033
TAOC	2001P-101707/BR/01	Pitot tube connection for thermal growth	Brazil	Pending	Patent	11 2014 013885 0	Dec-07-2012			Dec-07-2032
TAOC	2001P-101707/CN/01	Pitot tube connection for thermal growth	China	Pending	Patent	201280060481.4	Dec-07-2012			Dec-07-2032
TAOC	2001P-101707/DE/01	Pitot tube connection for thermal growth	Germany	Pending	Patent	11 2012 005 121.1	Dec-07-2012			Dec-07-2032
TAOC	2001P-101707/IN/01	Pitot tube connection for thermal growth	India	Pending	Patent	3628/CHENP/2014	Dec-07-2012			Dec-07-2032
TAOC	2001P-101707/JP/01	Pitot tube connection for thermal growth	Japan	Pending	Patent	2014-546127	Dec-07-2012			Dec-07-2032
TAOC	2001P-101707/KR/01	Pitot tube connection for thermal growth	Korea (South)	Pending	Patent	10-2014-7015226	Dec-07-2012			Dec-07-2032
TAOC	2001P-101707/TH/01	Pitot tube connection for thermal growth	Thailand	Pending	Patent	1401003070	Dec-07-2012			Dec-07-2032

57

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001P-101709/CN/01	Fully insulated Exhaust Treatment Device	China	Granted	Patent	PCT/US2013/020020	Jan-03-2013	ZL2013800046776	Dec-14-2016	Jan-03-2033
TAOC	2001P-101709/IN/01	Fully insulated Exhaust Treatment Device	India	Pending	Patent	PCT/US2013/020020	Jan-03-2013			Jan-03-2033
TAOC	2001P-101709/JP/01	Fully insulated Exhaust Treatment Device	Japan	Pending	Patent	PCT/US2013/020020	Jan-03-2013			Jan-03-2033
TAOC	2001P-101709/KR/01	Fully insulated Exhaust Treatment Device	Korea (South)	Pending	Patent	PCT/US2013/020020	Jan-03-2013			Jan-03-2033
TAOC	2001P-101709/TH/01	Fully insulated Exhaust Treatment Device	Thailand	Pending	Patent	PCT/US2013/020020	Jan-03-2013			Jan-03-2033
TAOC	2001P-101711/CN/01	Coaxial Flow Injector	China	Pending	Patent	201380024479.6	Apr-24-2013			Apr-24-2033
TAOC	2001P-101711/DE/01	Coaxial Flow Injector with Coaxial Supply and Return Lines.pdf	Germany	Pending	Patent	112013002372.5	Apr-24-2013			Apr-24-2033
TAOC	2001P-101711/IN/01	Coaxial Flow Injector with Coaxial Supply and Return Lines.pdf	India	Pending	Patent	7243/CHENP/2014	Apr-24-2013			Apr-24-2033
TAOC	2001P-101711/JP/01	Coaxial Flow Injector with Coaxial Supply and Return Lines.pdf	Japan	Granted	Patent	2015-511496	Apr-24-2013	6085672	Feb-03-2017	Apr-24-2033
TAOC	2001P-101711/KR/01	Coaxial Flow Injector with Coaxial Supply and Return Lines.pdf	Korea (South)	Pending	Patent	10-2014-7028258	Apr-24-2013			Apr-24-2033
TAOC	2001P-101711/TH/01	Coaxial Flow Injector with Coaxial Supply and Return Lines.pdf	Thailand	Pending	Patent	1401006631	Apr-24-2013			Apr-24-2033
TAOC	2001P-101712/CN/01	Fluid injector with an inlet below the coil for non-compromised flux and flow paths	China	Pending	Patent	201380022496.6	Apr-24-2013			Apr-24-2033
TAOC	2001P-101712/DE/01	Fluid injector with an inlet below the coil for non-compromised flux and flow paths	Germany	Pending	Patent	US2013037939	Apr-24-2013			Apr-24-2033
TAOC	2001P-101712/IN/01	Fluid injector with an inlet below the coil for non-compromised flux and flow paths	India	Pending	Patent	US2013037939	Apr-24-2013			Apr-24-2033
TAOC	2001P-101712/JP/01	Reagent Injector	Japan	Granted	Patent	US2013037939	Apr-24-2013	5947457	Dec-10-2016	Apr-24-2033
TAOC	2001P-101712/JP/02	Fluid injector with an inlet below the coil for non-compromised flux and flow paths	Japan	Pending	Patent	PCT/US2013/037939	Apr-24-2013			Apr-24-2033

58

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001P-101712/KR/01	Fluid injector with an inlet below the coil for non-compromised flux and flow paths	Korea (South)	Pending	Patent	US2013037939	Apr-24-2013			Apr-24-2033
TAOC	2001P-101712/TH/01	Fluid injector with an inlet below the coil for non-compromised flux and flow paths	Thailand	Pending	Patent	US2013037939	Apr-24-2013			Apr-24-2033
TAOC	2001P-101713/CN/01	DPF Thermal slip joint	China	Pending	Patent	201380044473.5	Jul-12-2013			Jul-12-2033
TAOC	2001P-101713/IN/01	Exhaust Component Mounting System	India	Pending	Patent	912/CHENP/2015	Jul-12-2013			Jul-12-2033
TAOC	2001P-101713/JP/01	Exhaust Component Mounting System	Japan	Pending	Patent	2015-528467	Jul-12-2013			Jul-12-2033
TAOC	2001P-101713/KR/01	Exhaust Component Mounting System	Korea (South)	Pending	Patent	10-2015-7006336	Jul-12-2013			Jul-12-2033
TAOC	2001P-101713/TH/01	Exhaust Component Mounting System	Thailand	Pending	Patent	1501000906	Jul-12-2013			Jul-12-2033
TAOC	2001P-101714/CN/01	Method for Mixing an Exhaust Gas Flow	China	Pending	Patent	201380042168.2	Jul-24-2013			Jul-24-2033
TAOC	2001P-101714/DE/01	Method for Mixing an Exhaust Gas Flow	Germany	Pending	Patent	112013004008.5	Jul-24-2013			Jul-24-2033
TAOC	2001P-101714/IN/01	Improvement to EUEC 2 stage mixer ref ( EUEC-9100)	India	Pending	Patent	PCT/US2013/051773	Jul-24-2013			Jul-24-2033
TAOC	2001P-101714/JP/01	Method for Mixing an Exhaust Gas Flow	Japan	Pending	Patent	2015-526555	Jul-24-2013			Jul-24-2033
TAOC	2001P-101714/JP/02	Improvement to EUEC 2 stage mixer ref ( EUEC-9100)	Japan	Pending	Patent	PCT/US2013/051773	Jul-24-2013			Jul-24-2033
TAOC	2001P-101714/KR/01	Method for Mixing an Exhaust Gas Flow	Korea (South)	Granted	Patent	10-2015-7005667	Jul-24-2013	101696203	Jan-09-2017	Jul-24-2033
TAOC	2001P-101714/TH/01	Method for Mixing an Exhaust Gas Flow	Thailand	Pending	Patent	1501000690	Jul-24-2013			Jul-24-2033
TAOC	2001P-101715/CN/01	Reagent Injector with Crimped Pintle	China	Pending	Patent	201380046615.1	Jul-12-2013			Jul-12-2033
TAOC	2001P-101715/IN/01	Reagent Injector with Crimped Pintle	India	Pending	Patent	812/CHENP/2015	Jul-12-2013			Jul-12-2033
TAOC	2001P-101715/KR/01	Reagent Injector with Crimped Pintle	Korea (South)	Pending	Patent	10-2015-7004768	Jul-12-2013			Jul-12-2033

59

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001P-101715/TH/01	Reagent Injector with Crimped Pintle	Thailand	Pending	Patent	1501001256	Jul-12-2013			Jul-12-2033
TAOC	2001P-101716/CN/01	Injector With Capillary Aerosol Generator	China	Pending	Patent	201380056388.0	Oct-22-2013			Oct-22-2033
TAOC	2001P-101716/DE/01	Injector with Capillary Aerosol Generator	Germany	Pending	Patent	112013005210.5	Oct-22-2013			Oct-22-2033
TAOC	2001P-101716/IN/01	Injector With Capillary Aerosol Generator	India	Pending	Patent	2228/CHENP/2015	Oct-22-2013			Oct-22-2033
TAOC	2001P-101716/JP/01	Injector with Capillary Aerosol Generator	Japan	Pending	Patent	2015539705	Oct-22-2013			Oct-22-2033
TAOC	2001P-101716/KR/01	Injector With Capillary Aerosol Generator	Korea (South)	Pending	Patent	1020157013985	Oct-22-2013			Oct-22-2033
TAOC	2001P-101716/TH/01	Injector With Capillary Aerosol Generator	Thailand	Pending	Patent	1501002319	Oct-22-2013			Oct-22-2033
TAOC	2001P-101718/BR/01	Exhaust Component Mounting Structure	Brazil	Pending	Patent	PCT/US2013/069821	Nov-13-2013			Nov-13-2033
TAOC	2001P-101718/CN/01	Exhaust Component Mounting Structure	China	Pending	Patent	201380063058.4	Nov-13-2013			Nov-13-2033
TAOC	2001P-101718/DE/01	Large Engine Mounting structure attachment	Germany	Pending	Patent	PCT/US2013/069821	Nov-13-2013			Nov-13-2033
TAOC	2001P-101718/IN/01	Exhaust Component Mounting Structure	India	Pending	Patent	PCT/US2013/069821	Nov-13-2013			Nov-13-2033
TAOC	2001P-101718/JP/01	Exhaust Component Mounting Structure	Japan	Pending	Patent	PCT/US2013/069821	Nov-13-2013			Nov-13-2033
TAOC	2001P-101718/KR/01	Exhaust Component Mounting Structure	Korea (South)	Granted	Patent	1020157017653	Nov-13-2013	101698906	Jan-17-2017	Nov-13-2033
TAOC	2001P-101718/TH/01	Exhaust Component Mounting Structure	Thailand	Pending	Patent	PCT/US2013/069821	Nov-13-2013			Nov-13-2033
TAOC	2001P-101719/BR/01	Reductant Injection Control System	Brazil	Pending	Patent	1120150122558	Nov-12-2013			Nov-12-2033
TAOC	2001P-101719/CN/01	Reductant Injection Control System	China	Pending	Patent	201380062514.3	Nov-12-2013			Nov-12-2033
TAOC	2001P-101719/IN/01	Reductant Injection Control System	India	Pending	Patent	3419/CHENP/2015	Nov-12-2013			Nov-12-2033
TAOC	2001P-101719/KR/01	Reductant Injection Control System	Korea (South)	Pending	Patent	1020157016627	Nov-12-2013			Nov-12-2033
TAOC	2001P-101719/TH/01	Reductant Injection Control System	Thailand	Pending	Patent	1501002913	Nov-12-2013			Nov-12-2033
TAOC	2001P-101721/CN/01	Urea Common Rail	China	Pending	Patent	201480010930.3	Feb-14-2014			Feb-14-2034
TAOC	2001P-101721/IN/01	Urea Common Rail injection	India	Pending	Patent	2232/MUMNP/2015	Feb-14-2014			Feb-14-2034

60

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001P-101721/JP/01	Urea Common Rail	Japan	Pending	Patent	2015560203	Feb-14-2014			Feb-14-2034
TAOC	2001P-101721/KR/01	Urea Common Rail	Korea (South)	Pending	Patent	1020157026736	Feb-14-2014			Feb-14-2034
TAOC	2001P-101722/BR/01	Exhaust Gas Flow Distribution System	Brazil	Pending	Patent	112015006062.5	Sep-18-2013			Sep-18-2033
TAOC	2001P-101722/CN/01	Exhaust Gas Flow Distribution System	China	Pending	Patent	201380048591.1	Sep-18-2013			Sep-18-2033
TAOC	2001P-101722/DE/01	Exhaust Gas Flow Distribution System	Germany	Pending	Patent	112013004524.9	Sep-18-2013			Sep-18-2033
TAOC	2001P-101722/IN/01	Exhaust Gas Flow Distribution System	India	Pending	Patent	1152/CHENP/2015	Sep-18-2013			Sep-18-2033
TAOC	2001P-101722/JP/01	Exhaust Gas Flow Distribution System	Japan	Pending	Patent	2015532156	Sep-18-2013			Sep-18-2033
TAOC	2001P-101722/KR/01	Exhaust Gas Flow Distribution System	Korea (South)	Pending	Patent	1020157007437	Sep-18-2013			Sep-18-2033
TAOC	2001P-101722/TH/01	Exhaust Gas Flow Distribution System	Thailand	Pending	Patent	1501001418	Sep-18-2013			Sep-18-2033
TAOC	2001P-101723/BR/01	Exhaust Valve with Resilient Spring Pad	Brazil	Pending	Patent	1120150135595	Nov-20-2013			Nov-20-2033
TAOC	2001P-101723/CN/01	Exhaust Valve with Resilient Spring Pad	China	Pending	Patent	201380065260.0	Nov-20-2013			Nov-20-2033
TAOC	2001P-101723/IN/01	Exhaust Valve with Resilient Spring Pad	India	Pending	Patent	4953/DELNP/2015	Nov-20-2013			Nov-20-2033
TAOC	2001P-101723/JP/01	Exhaust Valve with Resilient Spring Pad	Japan	Granted	Patent	2015-547959	Nov-20-2013	5998291	Sep-02-2016	Nov-20-2033
TAOC	2001P-101723/KR/01	Exhaust Valve with Resilient Spring Pad	Korea (South)	Granted	Patent	1020157016849	Nov-20-2013	101709163	Feb-16-2017	Nov-20-2033
TAOC	2001P-101723/TH/01	Exhaust Valve with Resilient Spring Pad	Thailand	Pending	Patent	1501003311	Nov-20-2013			Nov-20-2033
TAOC	2001P-101724/CN/01	Exhaust Aftertreatment Burner With Preheated Combustion Air	China	Pending	Patent	201480010555.2	Feb-14-2014			Feb-14-2034
TAOC	2001P-101724/DE/01	Exhaust Aftertreatment Burner with Preheated Combustion Air	Germany	Pending	Patent	112014001010.3	Feb-14-2014			Feb-14-2034
TAOC	2001P-101725/CN/01	Burner with Air-Assisted Fuel Nozzle and Vaporizing Ignition System	China	Pending	Patent	201480010835.3	Feb-14-2014			Feb-14-2034
TAOC	2001P-101725/DE/01	Burner with Air-Assisted Fuel Nozzle and Vaporizing Ignition System	Germany	Pending	Patent	112014001011.1	Feb-14-2014			Feb-14-2034

61

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001P-101726/CN/01	Ion-Sensor with Decoking Heater	China	Pending	Patent	201480010877.7	Feb-18-2014			Feb-18-2034
TAOC	2001P-101726/DE/01	Ion-Sensor with Decoking Heater	Germany	Pending	Patent	112014001029.4	Feb-18-2014			Feb-18-2034
TAOC	2001P-101727/CN/01	Exhaust System For Dual Fuel Engines	China	Pending	Patent	201480015020.4	Mar-13-2014			Mar-13-2034
TAOC	2001P-101727/EP/01	Exhaust System For Dual Fuel Engines	European Patent Office (EPO)	Pending	Patent	14773039.4	Mar-13-2014			Mar-13-2034
TAOC	2001P-101727/JP/01	Exhaust System For Dual Fuel Engines	Japan	Pending	Patent	PCT/US2014/025345	Mar-13-2014			Mar-13-2034
TAOC	2001P-101727/KR/01	Exhaust System For Dual Fuel Engines	Korea (South)	Pending	Patent	1020157025250	Mar-13-2014			Mar-13-2034
TAOC	2001P-101729/CN/01	Compressor For Exhaust Treatment System	China	Pending	Patent	201480011813.9	Feb-18-2014			Feb-18-2034
TAOC	2001P-101730/EP/01	Modular Exhaust Treatment System	European Patent Office (EPO)	Pending	Patent	14768807.1	Mar-05-2014			Mar-05-2034
TAOC	2001P-101730/JP/01	Modular Isothermal Box	Japan	Pending	Patent	2015561574	Mar-05-2014			Mar-05-2034
TAOC	2001P-101730/KR/01	Modular Exhaust Treatment System	Korea (South)	Pending	Patent	1020157025938	Mar-05-2014			Mar-05-2034
TAOC	2001P-101731/CN/01	Exhaust Treatment Component Mounting System	China	Pending	Patent	201480014076.8	Mar-06-2014			Mar-06-2034
TAOC	2001P-101731/DE/01	Exhaust Treatment Component Mounting System	Germany	Pending	Patent	112014001319.6	Mar-06-2014			Mar-06-2034
TAOC	2001P-101732/CN/01	MULTI-LOBED SOOT BLOWER	China	Pending	Patent	201380071768.1	Jan-31-2013			Jan-31-2033
TAOC	2001P-101732/DE/01	MULTI-LOBED SOOT BLOWER	Germany	Pending	Patent	112013006561.4	Jan-31-2013			Jan-31-2033
TAOC	2001P-101732/JP/01	MULTI-LOBED SOOT BLOWER	Japan	Pending	Patent	2015555519	Jan-31-2013			Jan-31-2033
TAOC	2001P-101732/KR/01	MULTI-LOBED SOOT BLOWER	Korea (South)	Pending	Patent	1020157023504	Jan-31-2013			Jan-31-2033
TAOC	2001P-101732/NO/01	MULTI-LOBED SOOT BLOWER	Norway	Pending	Patent	20151075	Jan-31-2013			Jan-31-2033
TAOC	2001P-101733/CN/01	Multi-Layer Liquid-Cooled Mount	China	Pending	Patent	201480015667.7	Mar-06-2014			Mar-06-2034
TAOC	2001P-101733/DE/01	Multi-Layer Liquid-Cooled Mount	Germany	Pending	Patent	112014001473.7	Mar-06-2014			Mar-06-2034

62

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001P-101733/JP/01	Liquid Cooled injector mount	Japan	Pending	Patent	2016500746	Mar-06-2014			Mar-06-2034
TAOC	2001P-101733/KR/01	Multi-Layer Liquid-Cooled Mount	Korea (South)	Pending	Patent	1020157025939	Mar-06-2014			Mar-06-2034
TAOC	2001P-101734/CN/01	Air-Assisted Reductant Delivery System	China	Pending	Patent	201380010877.2	Feb-17-2013			Feb-17-2033
TAOC	2001P-101734/IN/01	Air-Assisted Reductant Delivery System	India	Pending	Patent	5518/CHENP/2014	Feb-17-2013			Feb-17-2033
TAOC	2001P-101734/JP/01	Air-Assisted Reductant Delivery System	Japan	Pending	Patent	2014-557983	Feb-17-2013			Feb-17-2033
TAOC	2001P-101734/KR/01	Air-Assisted Reductant Delivery System	Korea (South)	Pending	Patent	10-2014-7026164	Feb-17-2013			Feb-17-2033
TAOC	2001P-101734/TH/01	Air-Assisted Reductant Delivery System	Thailand	Pending	Patent	1401007448	Feb-17-2013			Feb-17-2033
TAOC	2001P-101739/BR/01	Exhaust Treatment System With Urea Temperature Rationality Diagnostic	Brazil	Pending	Patent	112015022330.3	Mar-07-2014			Mar-07-2034
TAOC	2001P-101739/DE/01	Exhaust Treatment System With Urea Temperature Rationality Diagnostic	Germany	Pending	Patent	112014001297.1	Mar-07-2014			Mar-07-2034
TAOC	2001P-101739/IN/01	Exhaust Treatment System With Urea Temperature Rationality Diagnostic	India	Pending	Patent	2537/MUMNP/2015	Mar-07-2014			Mar-07-2034
TAOC	2001P-101739/JP/01	Exhaust Treatment System With Urea Temperature Rationality Diagnostic	Japan	Pending	Patent	2016500804	Mar-07-2014			Mar-07-2034
TAOC	2001P-101739/KR/01	Exhaust Treatment System With Urea Temperature Rationality Diagnostic	Korea (South)	Pending	Patent	1020157025251	Mar-07-2014			Mar-07-2034
TAOC	2001P-101740/CN/01	Mirrored Two-Stage Mixer	China	Pending	Patent	201480044925.4	Jul-29-2014			Jul-29-2034
TAOC	2001P-101740/JP-01	Mirrored 2-Stage Mixer Concept	Japan	Pending	Patent	PCT/US2014/048533	Jul-29-2014			Jul-29-2034
TAOC	2001P-101740/KR/01	Mirrored Two-Stage Mixer	Korea (South)	Pending	Patent	1020167005873	Jul-29-2014			Jul-29-2034
TAOC	2001P-101741/CN	Water Injection Exhaust Treatment System	China	Pending	Patent	PCT/CN2013/081643	Aug-16-2013			Aug-16-2033
TAOC	2001P-101741/CN/01	Water Injection Exhaust Treatment System	China	Pending	Patent	201510650030.1	Oct-09-2015			Oct-09-2035

63

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001P-101741/DE	Water Injection Exhaust Treatment System	Germany	Pending	Patent	112013007188.6	Aug-16-2013			Aug-16-2033
TAOC	2001P-101741/DE/01	Water Injection Exhaust Treatment System	Germany	Pending	Patent	102015117313.1	Oct-12-2015			Oct-12-2035
TAOC	2001P-101742/CN/01	Engine Exhaust After-Treatment System	China	Pending	Patent	201380075456.8	Apr-10-2013			Apr-10-2033
TAOC	2001P-101742/JP/01	Engine Exhaust After-Treatment System	Japan	Pending	Patent	2016-506743	Apr-10-2013			Apr-10-2033
TAOC	2001P-101743/CN/04	Flow Reversing Exhaust Gas Mixer	China	Pending	Patent	201480025720.1	May-07-2014			May-07-2034
TAOC	2001P-101743/CN/08	Axial Flow Atomization Module	China	Pending	Patent	201480044809.2	Jul-28-2014			Jul-28-2034
TAOC	2001P-101743/DE/04	Flow Reversing Exhaust Gas Mixer	Germany	Pending	Patent	112014002314.0	May-07-2014			May-07-2034
TAOC	2001P-101743/DE/08	Axial Flow Atomization Module	Germany	Pending	Patent	112014003600.5	Jul-28-2014			Jul-28-2034
TAOC	2001P-101743/IN/10	Vertical Ultrasonic Decomposition Pipe	India	Pending	Patent	PCT/US2015/049623	Sep-11-2015			Sep-11-2035
TAOC	2001P-101743/IN/11	Exhaust Mixing Assembly (Flow Stabalizer)	India	Pending	Patent	PCT/US2015/049638	Sep-11-2015			Sep-11-2035
TAOC	2001P-101743/JP/08	Axial Flow Atomization Module	Japan	Pending	Patent	PCT/US2014/048374	Jul-28-2014			Jul-28-2034
TAOC	2001P-101743/KR/08	Axial Flow Atomization Module	Korea (South)	Pending	Patent	1020167005610	Jul-28-2014			Jul-28-2034
TAOC	2001P-101743-CN-09	Axial Flow Atomization Module	China	Pending	Patent	PCT/US2015/010450	Jan-07-2015			Jan-07-2035
TAOC	2001P-101743-DE-09	Axial Flow Atomization Module	Germany	Pending	Patent	PCT/US2015/010450	Jan-07-2015			Jan-07-2035
TAOC	2001P-101743-KR-09	Axial Flow Atomization Module	Korea (South)	Pending	Patent	PCT/US2015/010450	Jan-07-2015			Jan-07-2035
TAOC	2001P-101744/CN/01	Mixing Assembly, Inlet Pipe Assembly and Exhaust After-Treatment Component	China	Granted	Utility Model	201390001166.4	Apr-25-2013	ZL2013900011664	Feb-10-2016	Apr-25-2023
TAOC	2001P-101745/CN/01	Reductant Sensor System	China	Pending	Patent	201480025433.0	May-07-2014			May-07-2034
TAOC	2001P-101745/DE/01	Reductant Sensor System	Germany	Pending	Patent	112014002334.5	May-07-2014			May-07-2034
TAOC	2001P-101745/JP/01	Reductant Sensor System	Japan	Pending	Patent	PCT/US2014/37157	May-07-2014			May-07-2034

64

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001P-101745/KR/01	Reductant Sensor System	Korea (South)	Pending	Patent	1020157031717	May-07-2014			May-07-2034
TAOC	2001P-101746/CN/01	Exhaust Treatment Regeneration Control System	China	Pending	Patent	201380077162.9	Jun-06-2013			Jun-06-2033
TAOC	2001P-101746/DE/01	Exhaust Treatment Regeneration Control System	Germany	Pending	Patent	112013007140.1	Jun-06-2013			Jun-06-2033
TAOC	2001P-101746/IN/01	Closed Loop non-Linear Targeting and Fuel Control for DOC/DPF	India	Pending	Patent	3294/MUMNP/2015	Jun-06-2013			Jun-06-2033
TAOC	2001P-101746/JP/01	Closed Loop non-Linear Targeting and Fuel Control for DOC/DPF	Japan	Pending	Patent	PCT/US2013/044420	Jun-06-2013			Jun-06-2033
TAOC	2001P-101748/CN/02	Perforated Mixing Pipe with Swirler	China	Pending	Patent	201480043906.X	Jul-28-2014			Jul-28-2034
TAOC	2001P-101748/CN/03	Perforated Mixing Pipe with Swirler	China	Pending	Patent	PCT/US2015/026843	Apr-21-2015			Apr-21-2035
TAOC	2001P-101748/DE/02	Perforated Mixing Pipe with Swirler	Germany	Pending	Patent	112014003618.8	Jul-28-2014			Jul-28-2034
TAOC	2001P-101748/DE/03	Perforated Mixing Pipe with Swirler	Germany	Pending	Patent	PCT/US2015/026843	Apr-21-2015			Apr-21-2035
TAOC	2001P-101748/KR/02	Perforated Mixing Pipe with Swirler	Korea (South)	Pending	Patent	1020167004942	Jul-28-2014			Jul-28-2034
TAOC	2001P-101749/CN/01	Tailor to Fit Muffler Design	China	Pending	Patent	PCT/US2014/051785	Aug-20-2014			Aug-20-2034
TAOC	2001P-101749/DE/01	Tailor to Fit Muffler Design	Germany	Pending	Patent	112014003814.8	Aug-20-2014			Aug-20-2034
TAOC	2001P-101749/JP-01	Tailor to Fit Muffler Design	Japan	Pending	Patent	PCT/US2014/051785	Aug-20-2014			Aug-20-2034
TAOC	2001P-101749/KR/01	Tailor to Fit Muffler Design	Korea (South)	Pending	Patent	PCT/US2014/051785	Aug-20-2014			Aug-20-2034
TAOC	2001P-101750/BR-01	Fluid Injection Control System	Brazil	Pending	Patent	PCT/US2014/066131	Nov-18-2014			Nov-18-2034
TAOC	2001P-101750/CN-01	Fluid Injection Control System	China	Pending	Patent	PCT/US2014/066131	Nov-18-2014			Nov-18-2034
TAOC	2001P-101750/DE-01	Fluid Injection Control System	Germany	Pending	Patent	PCT/US2014/066131	Nov-18-2014			Nov-18-2034
TAOC	2001P-101750/IN-01	Fluid Injection Control System	India	Pending	Patent	PCT/US2014/066131	Nov-18-2014			Nov-18-2034
TAOC	2001P-101750/JP-01	Fluid Injection Control System	Japan	Pending	Patent	PCT/US2014/066131	Nov-18-2014			Nov-18-2034

65

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001P-101750/KR-01	Fluid Injection Control System	Korea (South)	Pending	Patent	PCT/US2014/066131	Nov-18-2014			Nov-18-2034
TAOC	2001P-101752-CN-01	Exhaust Aftertreatment system with Low-Temperature SCR	China	Pending	Patent	PCT/US2015/032093	May-22-2015			May-22-2035
TAOC	2001P-101753-CN-01	Exhaust Treatment System with Soot Blower	China	Pending	Patent	PCT/CN2014/072101	Feb-14-2014			Feb-14-2034
TAOC	2001P-101757/CN/01	Recirculating Exhaust Treatment Fluid System	China	Pending	Patent	201480025434.5	May-07-2014			May-07-2034
TAOC	2001P-101757/DE/01	Recirculating Exhaust Treatment Fluid System	Germany	Pending	Patent	112014002317.5	May-07-2014			May-07-2034
TAOC	2001P-101757/KR/01	Recirculating Exhaust Treatment Fluid System	Korea (South)	Pending	Patent	1020157031718	May-07-2014			May-07-2034
TAOC	2001P-101758-CN-01	Fluid Delivery System with Line Pressure Control Valve	China	Pending	Patent	PCT/CN2014/079662	Jun-11-2014			Jun-11-2034
TAOC	2001P-101758-DE-01	Fluid Delivery System with Line Pressure Control Valve	Germany	Pending	Patent	PCT/CN2014/079662	Jun-11-2014			Jun-11-2034
TAOC	2001P-101758-IN-01	Fluid Delivery System with Line Pressure Control Valve	India	Pending	Patent	PCT/CN2014/079662	Jun-11-2014			Jun-11-2034
TAOC	2001P-101760/DE/01	Carbon Dioxide Recirculation System	Germany	Pending	Patent	102015119561.5	Nov-12-2015			Nov-12-2035
TAOC	2001P-101763/CN	Waste Heat Recovery System with Current Regulator	China	Pending	Patent	201610274765.3	Apr-22-2016			Apr-22-2036
TAOC	2001P-101764/CN	Urea Electrolysis for NH3 and H2 Blends	China	Pending	Patent	201710037450.1	Jan-20-2017			Jan-20-2037
TAOC	2001P-101764/DE	Urea Electrolysis for NH3 and H2 Blends	Germany	Pending	Patent	102017100 682.6	Jan-16-2017			Jan-16-2037
TAOC	2001P-101768/CN	Electrolysis Generated H2 and NH3 for LNT and SCR	China	Pending	Patent	201611164404.X	Dec-16-2016			Dec-16-2036
TAOC	2001P-101768/DE	Electrolysis Generated H2 and NH3 for LNT and SCR	Germany	Pending	Patent	1020161238503	Dec-08-2016			Dec-08-2036
TAOC	2001P-101773/CN	Exhaust Treatment System Having Membrane Module for Water Removal	China	Pending	Patent	2017101000002.1	Feb-23-2017			Feb-23-2037
TAOC	2001P-101773/DE	Membrane Module for H2O Removal	Germany	Pending	Patent	102017102430.1	Feb-08-2017			Feb-08-2037

66

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001P-101775/CN	Fliter for Assembly	China	Pending	Patent	201710140846.9	Mar-10-2017			Mar-10-2037
TAOC	2001P-101775/DE	Fliter for Assembly	Germany	Pending	Patent	102017105420.0	Mar-14-2017			Mar-14-2037
TAOC	2001U-001626/US	STRAIGHT THROUGH MUFFLER WITH CONICALLY-ENDED OUTPUT PASSAGE	United States of America	Granted	Patent	09/339996	Jun-25-1999	6158546	Dec-12-2000	Jun-25-2019
TAOC	2001U-001630/US	METHOD AND APPRATUS FOR SEALING CANISTERS	United States of America	Granted	Patent	09/568632	May-10-2000	6446322	Sep-10-2002	May-10-2020
TAOC	2001U-001637/US	EMBOSSED SHELL FOR SPUN MUFFLERS	United States of America	Granted	Patent	10/373821	Feb-25-2003	6892855	May-17-2005	Feb-25-2023
TAOC	2001U-001639/US	COMBINED MUFFLER / HEAT EXCHANGER	United States of America	Granted	Patent	10/876242	Jun-24-2004	7063134	Jun-20-2006	Jun-24-2024
TAOC	2001U-001647/US	Novel Method for Reducing NOx Emissions from Diesel Exhaust using Hydrogen as a Reducing Agent	United States of America	Granted	Patent	11/269124	Nov-08-2005	7712308	May-11-2010	Nov-08-2025
TAOC	2001U-001658/US	Snap action valve for Exhaust system	United States of America	Granted	Patent	11/687151	Mar-16-2007	7434570	Oct-14-2008	Mar-16-2027
TAOC	2001U-001658/US/COC	Snap action valve for Exhaust system	United States of America	Granted	Patent	12/139637	Jun-16-2008	8215103	Jul-10-2012	Jun-16-2028
TAOC	2001U-001658/US/CPB	Snap action valve for Exhaust system	United States of America	Granted	Patent	12/041114	Mar-03-2008	7775322	Aug-17-2010	Mar-03-2028
TAOC	2001U-001658/US/CPE	Snap action valve for Exhaust system	United States of America	Granted	Patent	12/955199	Nov-29-2010	8468813	Jun-25-2013	Nov-29-2030
TAOC	2001U-001660/TH	Catalytic Converter Mid Bed Insulation Ring	Thailand	Pending	Patent	0701006108	Nov-30-2007			Nov-30-2027
TAOC	2001U-001660/US/01	Catalytic Converter Mid Bed Insulation Ring	United States of America	Granted	Patent	11/856931	Sep-18-2007	7897117	Mar-01-2011	Sep-18-2027
TAOC	2001U-001661/US	EXHAUST SYSTEM WITH PLURAL EMISSION TREATMENT DEVICES	United States of America	Granted	Patent	11/862241	Sep-27-2007	7845166	Dec-07-2010	Sep-27-2027
TAOC	2001U-001662/US/01	Exhaust Gas Cooling Pipe Design	United States of America	Granted	Patent	12/200012	Aug-28-2008	7845465	Dec-07-2010	Aug-28-2028
TAOC	2001U-001663/US	Charged Air Bypass for Aftertreatment Combustion Air Supply	United States of America	Granted	Patent	12/041943	Mar-04-2008	7980061	Jul-19-2011	Mar-04-2028
TAOC	2001U-001663/US/COB	Charged Air Bypass for Aftertreatment Combustion Air Supply	United States of America	Granted	Patent	13/171947	Jun-29-2011	8776504	Jul-15-2014	Oct-15-2028

67

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001U-001665/US	Snap Action Valve with Bumper Pad	United States of America	Granted	Patent	12/424915	Apr-16-2009	8191572	Jun-05-2012	Apr-16-2029
TAOC	2001U-001666/US	SNAP ACTION VALVE WITH INERTIAL DAMPER	United States of America	Granted	Patent	12/470560	May-22-2009	7896130	Mar-01-2011	May-22-2029
TAOC	2001U-001667/US	METHOD OF INSTALLING SNAP ACTION VALVE IN A CONDUIT	United States of America	Granted	Patent	12/424783	Apr-16-2009	8381401	Feb-26-2013	Apr-16-2029
TAOC	2001U-001668/US	Snapper Valve for Hot End Systems with Burners	United States of America	Granted	Patent	12/712395	Feb-25-2010	8353153	Jan-15-2013	Feb-25-2030
TAOC	2001U-001669/US	09-0370 Ultrasonic Acoustic Emissions to Detect Substrate Fracture	United States of America	Granted	Patent	12/788882	May-27-2010	8281661	Oct-09-2012	May-27-2030
TAOC	2001U-001671/US	On Vehicle NOx aftertreatment system	United States of America	Granted	Patent	12/773314	May-04-2010	8381514	Feb-26-2013	May-04-2030
TAOC	2001U-001673/US/01	Exhaust Gas Stream Vortex Breaker	United States of America	Granted	Patent	12/907421	Oct-19-2010	8438839	May-14-2013	Oct-19-2030
TAOC	2001U-001677/DE	Exhaust Treatment Device Insulation System	Germany	Pending	Patent		Nov-15-2011			Nov-15-2031
TAOC	2001U-001679/US	Inlet for Exhaust Treatment Device	United States of America	Granted	Patent	12/948974	Nov-18-2010	8464516	Jun-18-2013	Nov-18-2030
TAOC	2001U-001680/US	Co Axial Exhaust Inlet / Outlet Configuration for T.R.U.E.-Clean	United States of America	Granted	Patent	13/316872	Dec-12-2011	8656708	Feb-25-2014	Dec-12-2031
TAOC	2001U-001680/US/COB	Axial Exhaust Inlet / Outlet Configuration for T.R.U.E.-Clean	United States of America	Granted	Patent	14/177255	Feb-11-2014	9140158	Sep-22-2015	Dec-12-2031
TAOC	2001U-001682/US	Reagent Tank Normalizing System	United States of America	Granted	Patent	13/274408	Oct-17-2011	8402750	Mar-26-2013	Oct-17-2031
TAOC	2001U-001683/US	Exhaust Aftertreatment Device With Integrated Shell And Baffle	United States of America	Granted	Patent	13/040623	Mar-04-2011	8609030	Dec-17-2013	Mar-04-2031
TAOC	2001U-001683/US/COB	Exhaust Aftertreatment Device With Integrated Shell And Baffle	United States of America	Granted	Patent	14/075095	Nov-08-2013	8784742	Jul-22-2014	Nov-08-2033
TAOC	2001U-001683/US/COC	Exhaust Aftertreatment Device With Integrated Shell And Baffle	United States of America	Granted	Patent	14/326727	Jul-09-2014	9005535	Apr-14-2015	Jul-09-2034

68

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001U-001684/US	Tri-Flow Exhaust Treatment Device with Reductant Mixing Tube	United States of America	Granted	Patent	13/043889	Mar-09-2011	8776509	Jul-15-2014	Mar-09-2031
TAOC	2001U-001684/US/COB	Tri-Flow Exhaust Treatment Device with Reductant Mixing Tube	United States of America	Pending	Patent	14/326739	Jul-09-2014			Mar-09-2031
TAOC	2001U-001685/US	Poka-Yoke Mounting System for an Exhaust Treatment Device	United States of America	Granted	Patent	13/039559	Mar-03-2011	8561395	Oct-22-2013	Mar-03-2031
TAOC	2001U-001685/US/COC	Poka-Yoke Mounting System for an Exhaust Treatment Device	United States of America	Pending	Patent	14/823161	Aug-11-2015			Oct-21-2033
TAOC	2001U-001685/US/DVB	Poka-Yoke Mounting System for an Exhaust Treatment Device	United States of America	Granted	Patent	14/058342	Oct-21-2013	9151198	Oct-06-2015	Oct-21-2033
TAOC	2001U-001694/US	Reductant Injection Control System	United States of America	Granted	Patent	13/198952	Aug-05-2011	8635854	Jan-28-2014	Aug-05-2031
TAOC	2001U-001697/US	Leaf Spring Bracket	United States of America	Granted	Patent	13/154529	Jun-07-2011	8690115	Apr-08-2014	Jun-07-2031
TAOC	2001U-001698/DE-04	Pre-Injection Flow Modifier	Germany	Pending	Patent	1020161233137	Dec-02-2016			Dec-02-2036
TAOC	2001U-001698/IN/03	In-Line Flow Diverter	India	Pending	Patent	PCT/ US2015/017220	Feb-24-2015			Feb-24-2035
TAOC	2001U-001698/IN-04	Pre-Injection Flow Modifier	India	Pending	Patent	201624041122	Dec-01-2016			Dec-01-2036
TAOC	2001U-001698/US	Pre-Injection Flow Modifier	United States of America	Granted	Patent	13/227952	Sep-08-2011	8677738	Mar-25-2014	Sep-08-2031
TAOC	2001U-001698/US/CPB	Pre-Injection Flow Modifier	United States of America	Granted	Patent	14/193499	Feb-28-2014	9347355	May-24-2016	Feb-28-2034
TAOC	2001U-001698/US/CPD	Pre-Injection Flow Modifier	United States of America	Pending	Patent	14/956727	Dec-02-2015			Feb-28-2034
TAOC	2001U-001698/US/DVE	Pre-Injection Flow Modifier	United States of America	Pending	Patent	15/148,179	May-06-2016			Feb-28-2034
TAOC	2001U-001700/US	Exhaust Gas Aftertreatment System for Engines Equipped with Exhaust Gas Recirculation EQUIPPED WITH EXHAUST GAS RECIRCULATION	United States of America	Pending	Patent	13/232195	Sep-14-2011			Sep-14-2031
TAOC	2001U-001702/US	ExhausTreatment Device with Integral Mount	United States of America	Granted	Patent	13/268124	Oct-07-2011	8721977	May-13-2014	Oct-07-2031

69

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001U-001702/US/COC	ExhausTreatment Device with Integral Mount	United States of America	Granted	Patent	14/619613	Feb-11-2015	9140174	Sep-22-2015	Oct-07-2031
TAOC	2001U-001702/US/CPB	ExhausTreatment Device with Integral Mount	United States of America	Granted	Patent	14/274818	May-12-2014	9163549	Oct-20-2015	Oct-07-2031
TAOC	2001U-001702/WO/POD-IN	ExhausTreatment Device with Integral Mount	India	Pending	Patent	PCT/US2015/027908	Apr-28-2015			Apr-28-2035
TAOC	2001U-001702/WO/POD-JP	ExhausTreatment Device with Integral Mount	Japan	Pending	Patent	PCT/US2015/027908	Apr-28-2015			Apr-28-2035
TAOC	2001U-001704/US	XNOX Common rail	United States of America	Pending	Patent	13/529008	Jun-21-2012			Jun-21-2032
TAOC	2001U-001705/US	Reagent Injector Control System	United States of America	Granted	Patent	13/311806	Dec-06-2011	8701389	Apr-22-2014	Dec-06-2031
TAOC	2001U-001706/TH/01	Exhaust Treatment Secondary Air Supply System	Thailand	Pending	Patent	1401005393	Jan-30-2013			Jan-30-2033
TAOC	2001U-001706/US	Exhaust Treatment Secondary Air Supply System	United States of America	Granted	Patent	13/420982	Mar-15-2012	9133743	Sep-15-2015	Mar-15-2032
TAOC	2001U-001707/US	Pitot tube connection for thermal growth	United States of America	Pending	Patent	13/706461	Dec-06-2012			Dec-06-2032
TAOC	2001U-001711/US	Coaxial Flow Injector with Coaxial Supply and Return Lines.pdf	United States of America	Granted	Patent	13/468614	May-10-2012	8910884	Dec-16-2014	May-10-2032
TAOC	2001U-001711/US/COB	Coaxial Flow Injector with Coaxial Supply and Return Lines.pdf	United States of America	Pending	Patent	14/564450	Dec-09-2014			May-10-2032
TAOC	2001U-001712/US	Reagent Injector	United States of America	Granted	Patent	13/465281	May-07-2012	8978364	Mar-17-2015	May-07-2032
TAOC	2001U-001712/US/COB	Reagent Injector	United States of America	Pending	Patent	14/619543	Feb-11-2015			May-07-2032
TAOC	2001U-001713/US	DPF Thermal slip joint	United States of America	Granted	Patent	13/593706	Aug-24-2012	9010096	Apr-21-2015	Aug-24-2032
TAOC	2001U-001714/CN/04	Improvement to EUEC 2 stage mixer ref ( EUEC-9100)	China	Pending	Patent	PCT/US2014/066355	Nov-19-2014			Nov-19-2034
TAOC	2001U-001714/DE/04	Improvement to EUEC 2 stage mixer ref ( EUEC-9100)	Germany	Pending	Patent	PCT/US2014/066355	Nov-19-2014			Nov-19-2034
TAOC	2001U-001714/US	Improvement to EUEC 2 stage mixer ref ( EUEC-9100)	United States of America	Granted	Patent	13/571542	Aug-10-2012	8939638	Jan-27-2015	Apr-21-2029

70

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001U-001714/US/COE	Improvement to EUEC 2 stage mixer ref ( EUEC-9100)	United States of America	Pending	Patent	14/799081	Jul-14-2015			Apr-21-2029
TAOC	2001U-001714/US/CPB	Improvement to EUEC 2 stage mixer ref ( EUEC-9100)	United States of America	Granted	Patent	14/089822	Nov-26-2013	9095827	Aug-04-2015	Apr-21-2029
TAOC	2001U-001714/US/DVC	Improvement to EUEC 2 stage mixer ref ( EUEC-9100)	United States of America	Granted	Patent	14/325460	Jul-08-2014	9440204	Sep-13-2016	Apr-21-2029
TAOC	2001U-001715/US	Reagent Injector with Crimped Pintle	United States of America	Granted	Patent	13/606409	Sep-07-2012	8998116	Apr-07-2015	Sep-07-2032
TAOC	2001U-001716/US	12-0709 Vaporizer Burner with Alternate HCI	United States of America	Pending	Patent	13/664775	Oct-31-2012			Oct-31-2032
TAOC	2001U-001718/US	12-0708 Large Engine Mounting structure attachment	United States of America	Granted	Patent	13/692127	Dec-03-2012	9057316	Jun-16-2015	Dec-03-2032
TAOC	2001U-001718/US/COB	Exhaust Component Mounting Structure	United States of America	Granted	Patent	14/731770	Jun-05-2015	9291086	Mar-22-2016	Dec-03-2032
TAOC	2001U-001719/US	Reductant Injection Control System	United States of America	Granted	Patent	13/690090	Nov-30-2012	9080487	Jul-14-2015	Nov-30-2032
TAOC	2001U-001721/US	Urea Common Rail injection	United States of America	Granted	Patent	13/780279	Feb-28-2013	9222388	Dec-29-2015	Feb-28-2033
TAOC	2001U-001721/US/COB	Urea Common Rail injection	United States of America	Pending	Patent	14/944800	Nov-18-2015			Feb-28-2033
TAOC	2001U-001722/US	Exhaust Gas Flow Distribution System	United States of America	Granted	Patent	14/028645	Sep-17-2013	9518496	Dec-13-2016	Sep-17-2033
TAOC	2001U-001723/DE/01	Soft Bumper for HP Valve Rattle Fix	Germany	Pending	Patent	112013005995.9	Nov-20-2013			Nov-20-2033
TAOC	2001U-001723/US	Soft Bumper for HP Valve Rattle Fix	United States of America	Granted	Patent	13/715172	Dec-14-2012	8657065	Feb-25-2014	Dec-14-2032
TAOC	2001U-001724/US	Exhaust Aftertreatment Burner with Preheated Combustion Air	United States of America	Granted	Patent	13/778649	Feb-27-2013	9027331	May-12-2015	Feb-27-2033
TAOC	2001U-001725/US	Burner with Air-Assisted Fuel Nozzle and Vaporizing Ignition System	United States of America	Granted	Patent	13/778682	Feb-27-2013	8991163	Mar-31-2015	Feb-27-2033
TAOC	2001U-001726/US	Flame rod ion sensing system with integral decoking heater	United States of America	Granted	Patent	13/778709	Feb-27-2013	9027332	May-12-2015	Feb-27-2033

71

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001U-001727/US	Burner for dual fuels and prevention of ammonia bi sulfate	United States of America	Granted	Patent	13/804027	Mar-14-2013	9057303	Jun-16-2015	Mar-14-2033
TAOC	2001U-001727/US/DVB	Exhaust System for Dual Fuel Engines	United States of America	Pending	Patent	14/732833	Jun-08-2015			Mar-14-2033
TAOC	2001U-001728/US	Max (Full Flow Burner) re-design, eliminating secondary combustion zone, adding vane type mixing	United States of America	Granted	Patent	13/778737	Feb-27-2013	8959902	Feb-24-2015	Feb-27-2033
TAOC	2001U-001729/US	Electrically assisted, belt driven compressor for RGU	United States of America	Granted	Patent	13/782240	Mar-01-2013	8893478	Nov-25-2014	Mar-01-2033
TAOC	2001U-001730/US	Modular Isothermal Box	United States of America	Granted	Patent	13/833574	Mar-15-2013	9103252	Aug-11-2015	Mar-15-2033
TAOC	2001U-001731/US	Single-Ended DPF Assembly Joint System (Exhaust treatiment mounting System)	United States of America	Granted	Patent	13/795430	Mar-12-2013	8974740	Mar-10-2015	Mar-12-2033
TAOC	2001U-001732/US/NP	MULTI-LOBED SOOT BLOWER	United States of America	Pending	Patent	14/764847	Jan-31-2013			Jan-31-2033
TAOC	2001U-001733/US	11-0599 Liquid Cooled injector mount	United States of America	Granted	Patent	13/833850	Mar-15-2013	8973355	Mar-10-2015	Mar-15-2033
TAOC	2001U-001734/US/NP	Air-Assisted Reductant Delivery System	United States of America	Granted	Patent	14/380414	Feb-17-2013	9359928	Jun-07-2016	Feb-17-2033
TAOC	2001U-001735/US	Modular System for Reduction of Sulphur Oxides in Exhaust	United States of America	Granted	Patent	14/180616	Feb-14-2014	9387438	Jul-12-2016	Feb-14-2034
TAOC	2001U-001737/CN01	Exhaust Treatment Device Insulation Detection System	China	Pending	Patent	PCT/ US2015/010444	Jan-07-2015			Jan-07-2035
TAOC	2001U-001737/US	Insulation detection for large engine	United States of America	Granted	Patent	14/154524	Jan-14-2014	9108157	Aug-18-2015	Jan-14-2034
TAOC	2001U-001739/US	Urea Temperature Rationality Diagnostic	United States of America	Granted	Patent	13/803205	Mar-14-2013	9016043	Apr-28-2015	Mar-14-2033
TAOC	2001U-001740/US	Mirrored 2-Stage Mixer Concept	United States of America	Pending	Patent	13/961989	Aug-08-2013			Aug-08-2033
TAOC	2001U-001741/US/CPA	Water Injection Exhaust Treatment System	United States of America	Pending	Patent	14/512609	Oct-13-2014			Aug-16-2033
TAOC	2001U-001741/US/CPA/CN	Water Injection Exhaust Treatment System	China	Pending	Patent	201510650030.1	Oct-09-2015			Oct-09-2035

72

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001U-001741/US/CPA/DE	Water Injection Exhaust Treatment System	Germany	Pending	Patent	102015117313.1	Oct-12-2015			Oct-12-2035
TAOC	2001U-001741/US/CPA/US	Water Injection Exhaust Treatment System	United States of America	Pending	Patent	14/512609	Oct-13-2014			Aug-16-2033
TAOC	2001U-001741/US/NP	Water Injection Exhaust Treatment System	United States of America	Granted	Patent	14/389224	Aug-16-2013	9334775	May-10-2016	Aug-16-2033
TAOC	2001U-001742/US/NP	Engine Exhaust After-Treatment System	United States of America	Pending	Patent	14/782874	Apr-10-2013			Apr-10-2033
TAOC	2001U-001743/CN/10	Vertical Ultrasonic Decomposition Pipe	China	Pending	Patent	PCT/US2015/049623	Sep-11-2015			Sep-11-2035
TAOC	2001U-001743/CN/11	Exhaust Mixing Assembly (Flow Stabalizer)	China	Pending	Patent	PCT/US2015/049638	Sep-11-2015			Sep-11-2035
TAOC	2001U-001743/US	Flow Reversing Exhaust Gas Mixer	United States of America	Granted	Patent	13/888861	May-07-2013	9289724	Mar-22-2016	May-16-2034
TAOC	2001U-001743/US/CPA	Axial Flow Atomization Module (reverse Flow)	United States of America	Granted	Patent	13/958955	Aug-05-2013	9314750	Apr-19-2016	Jan-22-2034
TAOC	2001U-001743/US/CPB	Compact High-Velocity Urea Atomization Tube (anto wetting)	United States of America	Granted	Patent	14/165923	Jan-28-2014	9291081	Mar-22-2016	Aug-30-2033
TAOC	2001U-001743/US/CPC	Vertical Ultrasonic Decomp Pipe (Ultrasonic)	United States of America	Granted	Patent	14/486171	Sep-15-2014	9334781	May-10-2016	May-07-2033
TAOC	2001U-001743/US/CPE	Compact High-Velocity Urea Atomization Tube Assembly for Multiple SCR Substrates	United States of America	Granted	Patent	14/486213	Sep-15-2014	9352276	May-31-2016	Jun-08-2033
TAOC	2001U-001743/US/CPF	Exhaust Mixing Assembly (Flow Stabalizer)	United States of America	Granted	Patent	14/486253	Sep-15-2014	9364790	Jun-14-2016	Jun-21-2033
TAOC	2001U-001743/US/CPG	Axial Flow Atomization Module with Mixing Device (Clocked Inj)	United States of America	Pending	Patent	14/486308	Sep-15-2014			May-07-2033
TAOC	2001U-001743/WO/POK-DE	Exhaust Mixing Assembly (Flow Stabalizer)	Germany	Pending	Patent	PCT/US2015/049638	Sep-11-2015			Sep-11-2035
TAOC	2001U-001745/US	Reductant Sensor System	United States of America	Pending	Patent	14/271788	May-07-2014			May-07-2034
TAOC	2001U-001746/US	Closed Loop non-Linear Targeting and Fuel Control for DOC/DPF	United States of America	Granted	Patent	13/910626	Jun-05-2013	9046021	Jun-02-2015	Jun-05-2033
TAOC	2001U-001747/CN-01	Soot Load Determination System	China	Pending	Patent	PCT/US2014/56208	Sep-18-2014			Sep-18-2034

73

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001U-001747/JP-01	Soot Load Determination System	Japan	Pending	Patent	PCT/US2014/56208	Sep-18-2014			Sep-18-2034
TAOC	2001U-001747/KR-01	Soot Load Determination System	Korea (South)	Pending	Patent	PCT/US2014/56208	Sep-18-2014			Sep-18-2034
TAOC	2001U-001747/US	Method for Use of Ammonia Sensor to Determine Soot Load on SCR Coated DPF	United States of America	Granted	Patent	14/032665	Sep-20-2013	9371767	Jun-21-2016	Sep-20-2033
TAOC	2001U-001748/US	Perforated Mixing Pipe with Swirler	United States of America	Granted	Patent	13/960151	Aug-06-2013	9410464	Aug-09-2016	Aug-06-2033
TAOC	2001U-001748/US/CPA	Perforated Mixing Pipe with Swirler	United States of America	Granted	Patent	14/260555	Apr-24-2014	9435240	Sep-06-2016	Aug-06-2033
TAOC	2001U-001749/US	Tailor to Fit Muffler Design	United States of America	Granted	Patent	14/462857	Aug-19-2014	9121320	Sep-01-2015	Aug-19-2034
TAOC	2001U-001749/US/COB	Tailor to Fit Muffler Design	United States of America	Pending	Patent	14/810590	Jul-28-2015			Aug-19-2034
TAOC	2001U-001750/US	Injector_height_compensation_sw_algorithm	United States of America	Granted	Patent	14/085308	Nov-20-2013	9221014	Dec-29-2015	Nov-20-2033
TAOC	2001U-001754/US	Exhaust System with Zone Coated Catalyst	United States of America	Granted	Patent	14/592034	Jan-08-2015	9482131	Nov-01-2016	Jan-08-2035
TAOC	2001U-001756/US	Exhaust After-treatment System Having Low Temperature SCR Catalyst	United States of America	Pending	Patent	14/445686	Jul-29-2014			Jul-29-2034
TAOC	2001U-001756/WO/POA	Exhaust After-treatment System Having Low Temperature SCR Catalyst	World Intellectual Property Org. (WIPO)	Pending	Patent	PCT/US2015/042172	Jul-27-2015			Jan-29-2018
TAOC	2001U-001757/JP/01	Recirculating Exhaust Treatment Fluid System	Japan	Pending	Patent	PCT/US2014/037171	May-07-2014			May-07-2034
TAOC	2001U-001757/US	Recirculating Exhaust Treatment Fluid System	United States of America	Pending	Patent	14/271811	May-07-2014			May-07-2034
TAOC	2001U-001758-US-NP	Fluid Delivery System with Line Pressure Control Valve	United States of America	Pending	Patent	15/316956	Jun-11-2014			Jun-11-2034
TAOC	2001U-001759/US	System and Method for Detecting Face-Plugging of an Exhaust Aftertreatment Component	United States of America	Pending	Patent	14/597745	Jan-15-2015			Jan-15-2035
TAOC	2001U-001759/WO/POA	System and Method for Detecting face-Plugging of an Exhaust Aftertreatment Component	World Intellectual Property Org. (WIPO)	Pending	Patent	PCT/US2015/056901	Oct-22-2015			Oct-22-2019

74

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001U-001760/US	Carbon Dioxide Recirculation System	United States of America	Granted	Patent	14/925062	Oct-28-2015	9546621	Jan-17-2017	Oct-28-2035
TAOC	2001U-001761/US	Exhaust Aftertreatment System Having Mixer Assembly	United States of America	Pending	Patent	15/001356	Jan-20-2016			Jan-20-2036
TAOC	2001U-001761/WO/POA	Exhaust Aftertreatment System Having Mixer Assembly	World Intellectual Property Org. (WIPO)	Pending	Patent	PCT/US2016/014275	Jan-21-2016			Jul-22-2018
TAOC	2001U-001763/DE	Waste Heat Recovery System with Current Regulator	Germany	Pending	Patent	102016107458.6	Apr-22-2016			Apr-22-2036
TAOC	2001U-001763/US	Waste Heat Recovery System with Current Regulator	United States of America	Pending	Patent	14/699233	Apr-29-2015			Apr-29-2035
TAOC	2001U-001764/US	EXHAUST AFTER-TREATMENT SYSTEM INCLUDING AMMONIA AND HYDROGEN GENERATION	United States of America	Pending	Patent	15/001448	Jan-20-2016			Jan-20-2036
TAOC	2001U-001765/US	Exhaust System Having Segmented Service Flange	United States of America	Pending	Patent	14/677012	Apr-02-2015			Apr-02-2035
TAOC	2001U-001766/CN-01	Tri Mode Injection	China	Pending	Patent	PCT/US2016/047700	Aug-19-2016			Aug-19-2036
TAOC	2001U-001766/US	Exhaust Aftertreatment System With Ammonia Gas Generator	United States of America	Pending	Patent	14/931039	Nov-03-2015			Nov-03-2035
TAOC	2001U-001766/WO	Tri Mode Injection	World Intellectual Property Org. (WIPO)	Pending	Patent	PCT/US2016/047700	Aug-19-2016			Feb-20-2019
TAOC	2001U-001767/US	Combination Mixer Assembly	United States of America	Granted	Patent	14/722762	May-27-2015	9534525	Jan-03-2017	May-27-2035
TAOC	2001U-001767/WO/POA	Combo Mixer	World Intellectual Property Org. (WIPO)	Pending	Patent	PCT/US16/34150	May-25-2016			Nov-27-2018
TAOC	2001U-001768/US	Exhaust After-Treatment System Including Electrolysis Generated H2 and NH3	United States of America	Pending	Patent	14/972642	Dec-17-2015			Dec-17-2035

75

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001U-001769/US	Dual Auger System	United States of America	Pending	Patent	15/050504	Feb-23-2016			Feb-23-2036
TAOC	2001U-001769/WO	Dual Auger System	World Intellectual Property Org. (WIPO)	Pending	Patent	PCT/US2016/019122	Feb-23-2016			Aug-24-2018
TAOC	2001U-001770/CN	Arrangement of Catalyzed TEG Systems	China	Pending	Patent	201610594474.2	Jul-26-2016			Jul-26-2036
TAOC	2001U-001770/DE	Arrangement of Catalyzed TEG Systems	Germany	Pending	Patent	10 2016 112 816.3	Jul-13-2016			Jul-13-2036
TAOC	2001U-001770/US	Arrangement of Catalyzed TEG Systems	United States of America	Granted	Patent	14/809730	Jul-27-2015	9551257	Jan-24-2017	Jul-27-2035
TAOC	2001U-001771/DE	Engine Exhaust Particulate Sensor Filtering Housing	Germany	Pending	Patent	102016113232.2	Jul-19-2016			Jul-19-2036
TAOC	2001U-001771/US	Particulate Sensor Assembly	United States of America	Pending	Patent	14/818361	Aug-05-2015			Aug-05-2035
TAOC	2001U-001772/US	Exhaust Treatment System Having Metal Hydride Module	United States of America	Pending	Patent	14/937239	Nov-10-2015			Nov-10-2035
TAOC	2001U-001773/US	Exhaust Treatment System Having Membrane Module For Water Removal	United States of America	Pending	Patent	15/050521	Feb-23-2016			Feb-23-2036
TAOC	2001U-001774/US	HP valve w Slots	United States of America	Pending	Patent	15/238838	Aug-17-2016			Aug-17-2036
TAOC	2001U-001775/US	Filter Assembly	United States of America	Pending	Patent	15/075803	Mar-21-2016			Mar-21-2036
TAOC	2001U-001776/IN	Fluid Delivery System for Exhaust Aftertreatment System	India	Pending	Patent	201641012576	Apr-11-2016			Apr-11-2036
TAOC	2001U-001776/US	Fluid Delivery System for Exhaust Aftertreatment System	United States of America	Pending	Patent	15172357	Jun-03-2016			Jun-03-2036
TAOC	2001U-001777/US/PS1	Compact Inline Inlet with Integrated Cast Ring	United States of America	Pending	Patent	62/333,464	May-09-2016			May-09-2017
TAOC	2001U-001779/US	Flutter Dampened Exhaust Valve	United States of America	Pending	Patent	15/238872	Aug-17-2016			Aug-17-2036
TAOC	2001U-001780/US	Passive Exhaust Valve with Dual Torsion Spring	United States of America	Pending	Patent	15229180	Aug-05-2016			Aug-05-2036

76

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	2001U-001781/US	Passive Exhaust Valve with External Torsion Spring	United States of America	Pending	Patent	15/229189	Aug-05-2016			Aug-05-2036
TAOC	2001U-001783/US	Apparatus And Method Of Producing Insulation Preform With Graded Porosity	United States of America	Pending	Patent	15386126	Dec-21-2016			Dec-21-2036
TAOC	2001U-001784/US/PS1	Method for Urea Conversion Efficiency Measurement	United States of America	Pending	Patent	62/448425	Jan-20-2017			Jan-20-2018
TAOC	2001U-001785/US	Exhaust Conduit Hanger	United States of America	Pending	Patent	15/480776	Apr-06-2017			Apr-06-2037
TAOC	2001U-001786/US	Double Thin Wall Conduit Hanger	United States of America	Pending	Patent	15480830	Apr-06-2017			Apr-06-2037
TAOC	2001U-101702/CN/04	ExhausTreatment Device with Integral Mount	China	Pending	Patent	PCT/US2015/027908	Apr-28-2015			Apr-28-2035
TAOC	2001U-101714/KR/02	Improvement to EUEC 2 stage mixer ref ( EUEC-9100)	Korea (South)	Pending	Patent	1020177000038	Jul-24-2013			Jul-24-2033
TAOC	2001U-101778/CN/01	Cantileved Mixer	China	Pending	Patent	201610487729.5	Jun-28-2016			Jun-28-2036
TAOC	2001U-101778/DE/01	Cantileved Mixer	Germany	Pending	Patent	DE102016111704	Jun-27-2016			Jun-27-2036
TAOC	2001U-101778/US	Cantilevered Flow Distributing Apparatus	United States of America	Pending	Patent	15/182697	Jun-15-2016			Jun-15-2036
TAOC	2016A0101-I/Tenneco Automotive/CN	Support on Damper	China	Pending	Patent	CN201610530401.7	Aug-30-2016			Aug-30-2036
TAOC	2016A0101-U/Tenneco Automotive/CN	Support on Damper	China	Pending	Utility Model	CN201620993263.1	Aug-30-2016			Aug-30-2026
TAOC	2016A0102-I/Tenneco Automotive/CN	Support on Damper	China	Pending	Patent	CN201610838622.0	Sep-21-2016			Sep-21-2036
TAOC	2016A0102-U/Tenneco Automotive/CN-2	Support on Damper	China	Pending	Utility Model	CN201621069321.8	Sep-21-2016			Sep-21-2026
TAOC	52533-105444/US	Loose Fill Insulation Technology	United States of America	Pending	Patent	13/682364	Nov-20-2012			Nov-20-2032
TAOC	52533-128061/US	LOOSE-FILL INSULATION EXHAUST GAS TREATMENT DEVICE AND METHODS OF MANUFACTURING	United States of America	Pending	Patent	14/085576	Nov-20-2013			Mar-14-2033

77

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	52533-137205/US	Reservoir for Gas Treatment Device having Loose Fill Insulation and an Associated Method of use	United States of America	Pending	Patent	14/687211	Apr-15-2015			Apr-15-2035
TAOC	52533-143989/CN	Loose-Fill Insulation Exhaust Gas Treatment Device and Methods of Manufacturing	China	Pending	Patent	201380060442.9	Nov-20-2013			Nov-20-2033
TAOC	52533-143990/JP	Loose-Fill Insulation Exhaust Gas Treatment Device and Methods of Manufacturing	Japan	Pending	Patent	2015-544114	Nov-20-2013			Nov-20-2033
TAOC	52533-143992/KR	Loose-Fill Insulation Exhaust Gas Treatment Device and Methods of Manufacturing	Korea (South)	Pending	Patent	10-2015-7016428	Nov-20-2013			Nov-20-2033
TAOC	52533-143993/IN	Loose-Fill Insulation Exhaust Gas Treatment Device and Methods of Manufacturing	India	Pending	Patent	4095/DELNP/2015	Nov-20-2013			Nov-20-2033
TAOC	BRAZIL-1/CN	Safe Check 1 -Device to monitor the wear of an automotive suspension (SLM)	China	Granted	Patent	200780052141.6	Dec-14-2007	ZL200780052141.6	Jan-23-2013	Dec-14-2027
TAOC	BRAZIL-1/KR	Safe Check 1 -Device to monitor the wear of an automotive suspension (SLM)	Korea (South)	Pending	Patent	2009-7017110	Dec-14-2007			Dec-14-2027
TAOC	BRAZIL-3/AR	CYCLES SENSOR - SHOCK ABSORBER	Argentina	Pending	Patent	080105058	Nov-20-2008			Nov-20-2028
TAOC	BRAZIL-4/BR	SHOCK ABSORBER WITH BIODEGRADABLE FLUID AND BIODEGRADABLE FLUID FOR ALL TYPES OF SHOCK ABSOBERS.	Brazil	Pending	Patent	PI0900559-5	Feb-20-2009			Feb-20-2029
TAOC	BRAZIL-6/AR	PHS (Progressive Hydraulic Stop)	Argentina	Pending	Utility Model	20120104083	Nov-01-2012			Nov-01-2022
TAOC	BRAZIL-6/BR	PHS (Progressive Hydraulic Stop)	Brazil	Pending	Utility Model	MU9102003-4	Nov-01-2011			Nov-01-2026

78

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	BRAZIL-7/BR	SHOCK ABSORBER WITH BIODEGRADABLE FLUID AND BIODEGRADABLE FLUID FOR ALL TYPES OF SHOCK ABSOBERS	Brazil	Pending	Patent	PI1005122-8	Nov-03-2010			Nov-03-2030
TAOC	T115-1010/US	Linear Control of an Automobile Suspension	United States of America	Granted	Patent	10/861373	Jun-07-2004	7386378	Jun-10-2008	Jun-07-2024
TAOC	T115-1040/DE2	SHOCK ABSORBER WITH INTEGRATED DISPLACEMENT SENSOR	Germany	Granted	Patent	10 2005 063 565.2	Jul-14-2005			Jul-14-2025
TAOC	T115-1040-1/CN	SHOCK ABSORBER PISTON ROD	China	Granted	Patent	200580023566.5	Jul-14-2005	ZL200580023566.5	May-05-2010	Jul-14-2025
TAOC	T115-1040-1/DE1	SHOCK ABSORBER PISTON ROD	Germany	Granted	Patent	11 2005 001 650.1	Jul-14-2005	11 2005 001650 B4	Jun-06-2012	Jul-14-2025
TAOC	T115-1040-1/DE-2	SHOCK ABSORBER PISTON ROD	Germany	Granted	Patent	PCT/US2005/024986	Jul-14-2005	10 2005 063565 B3	Jul-07-2016	Jul-14-2025
TAOC	T115-1040-1/US	SHOCK ABSORBER WITH INTEGRATED DISPLACEMENT SENSOR	United States of America	Granted	Patent	11/181026	Jul-14-2005	7493995	Feb-24-2009	Jul-14-2025
TAOC	TEN10442P00010/CN	Device for Lowering Tail Pipe Exhaust Temperature	China	Granted	Patent	200780042261.8	Nov-14-2007	ZL200780042261.8	Apr-24-2013	Nov-14-2027
TAOC	TEN10442P00010/DE	Device for Lowering Tail Pipe Exhaust Temperature	Germany	Pending	Patent	11 2007 002 743.6	Nov-14-2007			Nov-14-2027
TAOC	TEN10442P00010/JP	Device for Lowering Tail Pipe Exhaust Temperature	Japan	Granted	Patent	2009-537193	Nov-14-2007	5789084	Aug-07-2015	Nov-14-2027
TAOC	TEN10442P00010/KR	Device for Lowering Tail Pipe Exhaust Temperature	Korea (South)	Granted	Patent	10-2009-7012102	Nov-14-2007	10-1377233	Mar-14-2014	Nov-14-2027
TAOC	TEN10442P00010/US	Device for Lowering Tail Pipe Exhaust Temperature	United States of America	Granted	Patent	11/985221	Nov-14-2007	7913489	Mar-29-2011	Nov-14-2027
TAOC	TEN10442P00020/US	Exhaust Gas Additive / Treatment System and Mixer for Use Therein	United States of America	Granted	Patent	12/150269	Apr-25-2008	8141353	Mar-27-2012	Apr-25-2028
TAOC	TEN10442P00030/EP	Tailpipe cooling device	European Patent Office (EPO)	Granted	Patent	09742985.6	Apr-17-2009	2262982	Aug-17-2016	Apr-17-2029
TAOC	TEN10442P00030/EP-DE	Tailpipe cooling device	Germany	Granted	Patent	09742985.6	Apr-17-2009	2262982	Aug-17-2016	Apr-17-2029
TAOC	TEN10442P00030/US	Tailpipe cooling device	United States of America	Granted	Patent	12/386449	Apr-17-2009	8272210	Sep-25-2012	Apr-17-2029

79

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	TEN10442P00040/US	Double Swril Exhaust + Urea Mixer - Butterfly design	United States of America	Granted	Patent	12/215271	Jun-26-2008	8397495	Mar-19-2013	Jun-26-2028
TAOC	TEN10442P00060/IN	Monolithic Exhaust Treatment Unit for Treating an Exhaust Gas	India	Pending	Patent	1359/KOLNP/2011	Mar-17-2010			Mar-17-2030
TAOC	TEN10442P00090/BR	IMD or GBD control for Multi-Layer mat wrap	Brazil	Pending	Patent	PI 0921839-4	Nov-11-2009			Nov-11-2029
TAOC	TEN10442P00090/CN	IMD or GBD control for Multi-Layer mat wrap	China	Pending	Patent	200980144817.3	Nov-11-2009			Nov-11-2029
TAOC	TEN10442P00090/DE	IMD or GBD control for Multi-Layer mat wrap	Germany	Pending	Patent	11 2009 002 618.4	Nov-11-2009			Nov-11-2029
TAOC	TEN10442P00090/IN	IMD or GBD control for Multi-Layer mat wrap	India	Pending	Patent	1224/KOLNP/2011	Nov-11-2009			Nov-11-2029
TAOC	TEN10442P00090/JP	IMD or GBD control for Multi-Layer mat wrap	Japan	Granted	Patent	2011-535787	Nov-11-2009	5608665	Sep-05-2014	Nov-11-2029
TAOC	TEN10442P00090/KR	IMD or GBD control for Multi-Layer mat wrap	Korea (South)	Granted	Patent	10-2011-7010730	Nov-11-2009	10-1643953	Jul-25-2016	Nov-11-2029
TAOC	TEN10442P00090/US	IMD or GBD control for Multi-Layer mat wrap	United States of America	Granted	Patent	12/616568	Nov-11-2009	8667681	Mar-11-2014	Nov-11-2029
TAOC	TEN10442P00092/CN	IMD or GBD control for Multi-Layer mat wrap	China	Pending	Patent	201510131051.2	Nov-11-2009			Nov-11-2029
TAOC	TEN10442P00100/CN	Injector Mounting System	China	Granted	Patent	201080006041.1	Feb-02-2010	ZL201080006041.1	Dec-24-2014	Feb-02-2030
TAOC	TEN10442P00100/DE	Injector Mounting System	Germany	Pending	Patent	11 2010 004 027.3	Feb-02-2010			Feb-02-2030
TAOC	TEN10442P00100/IN	Injector Mounting System	India	Pending	Patent	1344/KOLNP/2011	Feb-02-2010			Feb-02-2030
TAOC	TEN10442P00100/JP	Injector Mounting System	Japan	Granted	Patent	2011-548388	Feb-02-2010	5727941	Apr-10-2015	Feb-02-2030
TAOC	TEN10442P00100/KR	Injector Mounting System	Korea (South)	Granted	Patent	10-2011-7012431	Feb-02-2010	10-1344389	Dec-23-2013	Feb-02-2030
TAOC	TEN10442P00100/US	Injector Mounting System	United States of America	Granted	Patent	12/698488	Feb-02-2010	8327829	Dec-11-2012	Feb-02-2030
TAOC	TEN10442P00110/BR	Burner for a Diesel Aftertreatment System	Brazil	Pending	Patent	BR112012005827-4	Sep-15-2010			Sep-15-2030
TAOC	TEN10442P00110/EP	Burner for a Diesel Aftertreatment System	European Patent Office (EPO)	Pending	Patent	EP10817734.6	Sep-15-2010			Sep-15-2030
TAOC	TEN10442P00110/IN	Burner for a Diesel Aftertreatment System	India	Pending	Patent	1309/CHENP/2012	Sep-15-2010			Sep-15-2030
TAOC	TEN10442P00110/JP	Burner for a Diesel Aftertreatment System	Japan	Granted	Patent	2012-529865	Sep-15-2010	5706425	Sep-05-2014	Sep-15-2030

80

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	TEN10442P00111/US	Burner for a Diesel Aftertreatment System	United States of America	Granted	Patent	12/881858	Sep-04-2010	8869518	Oct-28-2014	Sep-04-2030
TAOC	TEN10442P00140/BR	Elim-NOx Injector firing control circuit concepts	Brazil	Pending	Patent	112012013036-6	Dec-02-2010			Dec-02-2030
TAOC	TEN10442P00140/CN	Elim-NOx Injector firing control circuit concepts	China	Granted	Patent	201080054959.3	Dec-02-2010	ZL201080054955.3	Dec-24-2014	Dec-02-2030
TAOC	TEN10442P00140/EP	Elim-NOx Injector firing control circuit concepts	European Patent Office (EPO)	Pending	Patent	10 835 107.3	Dec-02-2010			Dec-02-2030
TAOC	TEN10442P00140/IN	Elim-NOx Injector firing control circuit concepts	India	Pending	Patent	3353/CHENP/2012	Dec-02-2010			Dec-02-2030
TAOC	TEN10442P00140/JP	Elim-NOx Injector firing control circuit concepts	Japan	Granted	Patent	2012-542177	Dec-02-2010	5920985	Apr-22-2016	Dec-02-2030
TAOC	TEN10442P00140/KR	Elim-NOx Injector firing control circuit concepts	Korea (South)	Pending	Patent	10-2012-7010997	Dec-02-2010			Dec-02-2030
TAOC	TEN10442P00140/US	Elim-NOx Injector firing control circuit concepts (Flyback Diode)	United States of America	Granted	Patent	12/631479	Dec-04-2009	8468810	Jun-25-2013	Dec-04-2029
TAOC	TEN10442P00150/CN	Flared Siphon Tube (Non round dust ejector)	China	Pending	Patent	CN201080042628.8	Sep-22-2010			Sep-22-2030
TAOC	TEN10442P00150/IN	Flared Siphon Tube (Non round dust ejector)	India	Pending	Patent	1315/CHENP/2012	Sep-22-2010			Sep-22-2030
TAOC	TEN10442P00150/JP	Flared Siphon Tube (Non round dust ejector)	Japan	Granted	Patent	2012-530992	Sep-22-2010	5806671	Sep-11-2015	Sep-22-2030
TAOC	TEN10442P00150/KR	Flared Siphon Tube (Non round dust ejector)	Korea (South)	Granted	Patent	10-2012-7006374	Sep-22-2010	101524220	May-22-2015	Sep-22-2030
TAOC	TEN10442P00150/TH	Flared Siphon Tube (Non round dust ejector)	Thailand	Pending	Patent	1201001053	Sep-22-2010			Sep-22-2030
TAOC	TEN10442P00150/US	Flared Siphon Tube (Non round dust ejector)	United States of America	Granted	Patent	12/567311	Sep-25-2009	8277548	Oct-02-2012	Sep-25-2029
TAOC	TEN10442P00151/KR-02	Flared Siphon Tube (Non round dust ejector)	Korea (South)	Pending	Patent	10-2013-7034768	Sep-22-2010			Sep-22-2030
TAOC	TEN10442P00160/IN	Butterfly Mixer - Enhanced	India	Pending	Patent	US2010056982	Nov-17-2010			Nov-17-2030
TAOC	TEN10442P00160/JP	Butterfly Mixer - Enhanced	Japan	Granted	Patent	US2010056982	Nov-17-2010	5782447	Jul-24-2015	Nov-17-2030
TAOC	TEN10442P00160/KR	Butterfly Mixer - Enhanced	Korea (South)	Granted	Patent	US2010056982	Nov-17-2010	101573880	Nov-26-2015	Nov-17-2030
TAOC	TEN10442P00160/TH	Butterfly Mixer - Enhanced	Thailand	Pending	Patent	US2010056982	Nov-17-2010			Nov-17-2030
TAOC	TEN10442P00160/US	Butterfly Mixer - Enhanced	United States of America	Granted	Patent	12/620302	Nov-17-2009	8375709	Feb-19-2013	Nov-17-2029

81

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	TEN10442P00170/IN	Calcination of Silica Fiber Insulation Materials Prior to Installation in Application	India	Pending	Patent	6133/CHENP/2012	Jun-03-2010			Jun-03-2030
TAOC	TEN10442P00170/TH	Calcination of Silica Fiber Insulation Materials Prior to Installation in Application	Thailand	Pending	Patent	1201003714	Jun-03-2010			Jun-03-2030
TAOC	TEN10442P00190/CN	Spiral Telescoping for Multi-Layer Wrapping	China	Granted	Patent	201180046942.8	May-26-2011	ZL201180046942.8	Apr-22-2015	May-26-2031
TAOC	TEN10442P00190/DE	Spiral Telescoping for Multi-Layer Wrapping	Germany	Pending	Patent	11 2011 104 746.0	May-26-2011			May-26-2031
TAOC	TEN10442P00190/IN	Spiral Telescoping for Multi-Layer Wrapping	India	Pending	Patent	560/KOLNP/2013	May-26-2011			May-26-2031
TAOC	TEN10442P00190/JP	Spiral Telescoping for Multi-Layer Wrapping	Japan	Granted	Patent	2013/531570	May-26-2011	5878927	Feb-05-2016	May-26-2031
TAOC	TEN10442P00190/KR	Spiral Telescoping for Multi-Layer Wrapping	Korea (South)	Granted	Patent	10-2013-7008091	May-26-2011	10-1478590	Dec-26-2014	May-26-2031
TAOC	TEN10442P00190/TH	Spiral Telescoping for Multi-Layer Wrapping	Thailand	Pending	Patent	1301001039	May-26-2011			May-26-2031
TAOC	TEN10442P00190/US	Spiral Telescoping for Multi-Layer Wrapping	United States of America	Granted	Patent	12/894712	Sep-30-2010	8752290	Jun-17-2014	Sep-30-2030
TAOC	TEN10442P00190/US/2	Spiral Telescoping for Multi-Layer Wrapping	United States of America	Granted	Patent	13/399365	Sep-30-2010	8661673	Mar-04-2014	Sep-30-2030
TAOC	TEN10442P00230/CN	Taper Cut Edge Mat	China	Granted	Patent	201180046941.3	May-26-2011	201180046941.3	Mar-16-2016	May-26-2031
TAOC	TEN10442P00230/DE	Taper Cut Edge Mat	Germany	Pending	Patent	11 2011 103 328.1	May-26-2011			May-26-2031
TAOC	TEN10442P00230/JP	Taper Cut Edge Mat	Japan	Granted	Patent	2013/531571	May-26-2011	5815036	Oct-02-2015	May-26-2031
TAOC	TEN10442P00230/KR	Taper Cut Edge Mat	Korea (South)	Granted	Patent	10-2013-7008092	May-26-2011	10-1478591	Dec-26-2014	May-26-2031
TAOC	TEN10442P00230/TH	Taper Cut Edge Mat	Thailand	Pending	Patent	1301001040	May-26-2011			May-26-2031
TAOC	TEN10442P00230/US	Method of installing a longitudinally offset multi-layer mat in an exhaust gas aftertreatment or acoustic device	United States of America	Granted	Patent	12/894851	Sep-30-2010	8505203	Aug-13-2013	Sep-30-2030
TAOC	TEN10442P00240/CN	Multi-Layer Wrap Mat to Mat Adhesion for Transportation of Wrapped Substrates	China	Pending	Patent	201280037388.1	Jun-27-2012			Jun-27-2032

82

PATENT STATUS REPORT

Grantor1	DOCKET ID	TECHNOLOGY / INVENTION TITLE	COUNTRY	STATUS SUBSTATUS	TYPE SUBTYPE	APP. NUMBER	APP. DATE	GRANT NUMBER	GRANT DATE	EXPIRATION DATE
TAOC	TEN10442P00280/JP	Method of Insulating an Exhaust Device	Japan	Pending	Patent	2014-520176	Dec-16-2011			Dec-16-2031
TAOC	TEN10442P00280/TH	Method of Insulating an Exhaust Device	Thailand	Pending	Patent	1301006694	Dec-16-2011			Dec-16-2031
TAOC	TEN10442P00280/US	Method of Insulating an Exhaust Device	United States of America	Granted	Patent	13/179982	Jul-11-2011	8100315	Jan-24-2012	Jul-11-2031
TAOC	TEN10442P00290/CN	Method of Producing an Insulated Exhaust Device	China	Pending	Patent	201280050971.6	Jun-28-2012			Jun-28-2032
TAOC	TEN10442P00290/US	Method of Producing an Insulated Exhaust Device	United States of America	Granted	Patent	13/277663	Oct-20-2011	9217357	Dec-22-2015	Oct-20-2031
TAOC	TEN10442P00291/US	Method of Producing an Insulated Exhaust Device	United States of America	Pending	Patent	14/941961	Nov-16-2015			Oct-20-2031
TAOC	TEN10442P00310/CN	Method of Installing a Multi-Layer Batt, Blanket or Mat in an Exhaust Gas Aftertreatment or Acoustic Device	China	Pending	Patent	201380047558.9	Jun-27-2013			Jun-27-2033
TAOC	TEN10442P00310/IN	Method of Installing a Multi-Layer Batt, Blanket or Mat in an Exhaust Gas Aftertreatment or Acoustic Device	India	Pending	Patent	2911/KOLNP/2014	Jun-27-2013			Jun-27-2033
TAOC	TEN10442P00310/JP	Method of Installing a Multi-Layer Batt, Blanket or Mat in an Exhaust Gas Aftertreatment or Acoustic Device	Japan	Pending	Patent	2015-531071	Jun-27-2013			Jun-27-2033
TAOC	TEN10442P00310/KR	Method of Installing a Multi-Layer Batt, Blanket or Mat in an Exhaust Gas Aftertreatment or Acoustic Device	Korea (South)	Pending	Patent	10-2015-7001723	Jun-27-2013			Jun-27-2033
TAOC	TEN10442P00310/TH	Method of Installing a Multi-Layer Batt, Blanket or Mat in an Exhaust Gas Aftertreatment or Acoustic Device	Thailand	Pending	Patent	1501000446	Jun-27-2013			Jun-27-2033
TAOC	TEN10442P00310/US	11-0632_Powder Insulation Impregnated Multi-Layer wrap.pdf	United States of America	Granted	Patent	13/612269	Sep-12-2012	8747510	Jun-10-2014	Sep-12-2032

83

TENNECO AUTOMOTIVE OPERATING COMPANY INC.

Active Trademarks

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
ALBANIA	GAS-MATIC		Tenneco Automotive Operating Company Inc.	252	09/26/1992	5451	07/07/1993	12
ALBANIA	MONROE		Tenneco Automotive Operating Company Inc.	148	10/15/1992	5642	04/12/1994	12
ALBANIA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	147	10/15/1992	5641	04/12/1994	12
ALBANIA	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	ALT0000483	11/01/2000	8911	12/12/2001	12
ALBANIA	TENNECO		Tenneco Automotive Operating Company Inc.	ALM9500896	09/22/1995	7418	11/15/1998	12
ALBANIA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	9500897	09/22/1995	7419	11/15/1998	12
ALGERIA	GAS-MATIC		Tenneco Automotive Operating Company Inc.	4085	12/28/1984	048493	01/16/1985	12

Page 1 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
ALGERIA	MONROE & Design (New Wing) (Refile)		Tenneco Automotive Operating Company Inc.	DZT20016003943	09/25/2016			07
ALGERIA	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	950570	05/24/1995	049070	05/24/1995	12
ALGERIA	TENNECO		Tenneco Automotive Operating Company Inc.	092139	07/15/2009	77900	07/15/2009	07, 12
ALGERIA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	951136	09/20/1995	049619	09/20/1995	12
ARGENTINA	AUTOK RED DE SERVICOS MONROE & Design		Tenneco Automotive Operating Company Inc.	2967820	11/03/1998	1771713	01/24/2000	37

Page 2 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
ARGENTINA	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	1793350	03/05/1991	1948721	05/31/1993	12
ARGENTINA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	2777972	10/09/2007	2252398	10/03/2008	07
ARGENTINA	FRIC ROT		Tenneco Automotive Operating Company Inc.	2120165	12/11/1997	1924762	04/30/2003	6
ARGENTINA	FRIC ROT		Tenneco Automotive Operating Company Inc.	1919915	12/11/1997	2120147	03/27/2003	12
ARGENTINA	FRIC ROT		Fric-Rot S.A.I.C.	2120144	12/11/1997	1921237	04/04/2003	09
ARGENTINA	FRIC ROT		Fric-Rot S.A.I.C.	2893890	02/10/2009	2358843	04/14/2010	03
ARGENTINA	FRIC ROT		Fric-Rot S.A.I.C.	2893891	02/10/2009	2358844	04/14/2010	14
ARGENTINA	FRIC ROT		Fric-Rot S.A.I.C.	2893892	02/10/2009	2358846	04/14/2010	15
ARGENTINA	FRIC ROT		Fric-Rot S.A.I.C.	2913286	05/06/2009	2375172	06/07/2010	25
ARGENTINA	FRIC ROT		Fric-Rot S.A.I.C.	2893893	02/10/2009	2359482	04/14/2010	32
ARGENTINA	FRIC ROT		Fric-Rot S.A.I.C.	2893894	02/10/2009	2358848	04/14/2010	33
ARGENTINA	FRIC ROT		Fric-Rot S.A.I.C.	2893911	02/10/2009	2359481	04/14/2010	34
ARGENTINA	FRIC ROT MAX 2		Tenneco Automotive Operating Company Inc.	3029824	09/10/2010	2533117	10/19/2012	41
ARGENTINA	FRIC ROT MAX 2		Tenneco Automotive Operating Company Inc.	3029823	09/10/2010	2533116	10/19/2012	37
ARGENTINA	FRIC ROT MAX 2		Tenneco Automotive Operating Company Inc.	3029822	09/10/2010	2533115	10/19/2012	35

Page 3 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
ARGENTINA	FRIC ROT MAX 2		Tenneco Automotive Operating Company Inc.	3029820	09/10/2010	2525704	09/12/2012	12
ARGENTINA	FRIC ROT MAX 2		Tenneco Automotive Operating Company Inc.	3029819	09/10/2010	2533114	10/19/2012	09
ARGENTINA	FRIC ROT MAX 2		Tenneco Automotive Operating Company Inc.	3029817	09/10/2010	2617399	12/20/2013	07
ARGENTINA	FRIC-ROT GABRIEL & Design		Tenneco Automotive Operating Company Inc.	2928269	12/15/1995	2465641	07/22/1999	12
ARGENTINA	GAS-MATIC		Tenneco Automotive Operating Company Inc.	2666817	10/14/1985	2170014	03/05/1986	12
ARGENTINA	GP (Label)		Tenneco Automotive Operating Company Inc.	2866531	10/15/2008	2322629	10/20/2009	12
ARGENTINA	MONROE		Tenneco Automotive Operating Company Inc.	520751	09/06/1963	2201017	11/12/1963	12
ARGENTINA	MONROE & Design (Capital M&E)		Tenneco Automotive Operating Company Inc.	3311506	12/27/1937	2697984	12/27/1937	12

Page 4 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
ARGENTINA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	2534718	02/06/1994	3512653	09/30/1994	12
ARGENTINA	MONROE SAFE CHECK & Design		Tenneco Automotive Operating Company Inc.	3027863	09/02/2010	2532280	10/19/2012	12
ARGENTINA	MONRO-MAGNUM		Tenneco Automotive Operating Company Inc.	2588373	09/11/1981	3505547	05/31/1985	12
ARGENTINA	MYRIDE		Tenneco Automotive Operating Company Inc.	2790815	12/05/2007	2322132	10/15/2009	009
ARGENTINA	RANCHO		Tenneco Automotive Operating Company Inc.	2876067	08/11/1997	2408978	11/18/1998	12
ARGENTINA	RANCHO		Tenneco Automotive Operating Company Inc.	2913287	05/06/2009	2465642	09/26/2011	37
ARGENTINA	RANCHO PATAGONIA & Design		Tenneco Automotive Operating Company Inc.	2694557	08/10/2006	2268409	01/22/2009	12

Page 5 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
ARGENTINA	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	2718011	12/05/2006	2204119	12/26/2007	12
ARGENTINA	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	1962995	02/24/1995	2201018	12/14/1995	12
ARGENTINA	SOLID SCR		Tenneco Automotive Operating Company Inc.	3076825	04/01/2011	2521716	08/29/2012	07
ARGENTINA	T.R.U.E.-CLEAN		Tenneco Automotive Operating Company Inc.	3077297	04/05/2011	2509319	06/15/2012	07
ARGENTINA	TENNECO		Tenneco Automotive Operating Company Inc.	1315945	02/17/1982	1982693	11/12/1982	07
ARGENTINA	TENNECO		Tenneco Automotive Operating Company Inc.	1315946	02/17/1982	2200624	11/28/1996	12
ARGENTINA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	2000541	09/18/1995	2197922	07/31/1996	12
ARGENTINA	WALKER		Tenneco Automotive Operating Company Inc.	2326903	02/07/2001	2556353	10/17/2002	007
ARGENTINA	WALKER		Tenneco Automotive Operating Company Inc.	2326904	02/07/2001	2165414	06/21/2007	007
ARGENTINA	WALKER ARGENTINA		Tenneco Automotive Operating Company Inc.	2838712	03/19/1997	2285875	07/15/1998	006
ARGENTINA	WALKER ARGENTINA		Tenneco Automotive Operating Company Inc.	2839615	03/19/1997	2299446	07/15/1998	012
ARGENTINA	WALKER ARGENTINA		Fric-Rot S.A.I.C.	2838711	07/14/2008	2285873	05/08/2009	01
ARGENTINA	XNOX		Tenneco Automotive Operating Company Inc.	3039429	10/19/2010	2473606	11/04/2011	07

Page 6 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
ARMENIA	MONROE		Tenneco Automotive Operating Company Inc.	20000722	10/25/2000	6628	02/27/2002	07, 12
ARMENIA	MYRIDE		Tenneco Automotive Operating Company Inc.	20071381	12/12/2007	13111	07/30/2008	09
ARMENIA	RANCHO		Tenneco Automotive Operating Company Inc.	20000724	10/25/2000	6630	02/27/2002	07, 12
ARMENIA	TENNECO		Tenneco Automotive Operating Company Inc.	1309	02/16/1996	1882	06/11/1997	07, 12
ARMENIA	TENNECO		Tenneco Automotive Operating Company Inc.	950918	11/20/1995	3073	05/12/1998	12
ARMENIA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	950919	11/20/1995	3074	05/12/1998	12
ARMENIA	WALKER		Tenneco Automotive Operating Company Inc.	20000723	10/25/2000	6629	02/27/2002	007
ARUBA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	96092714	09/27/1996	18199	11/11/1996	07
ARUBA	MYRIDE		Tenneco Automotive Operating Company Inc.	IM2008010711	01/07/2008	27037	03/05/2008	09
ARUBA	RANCHO		Tenneco Automotive Operating Company Inc.	IM2007112111	11/21/2007	26971	02/06/2008	12

Page 7 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
AUSTRALIA	CARGO COIL		Tenneco Automotive Operating Company Inc.	B412951	08/06/1984	412951	07/27/1987	12
AUSTRALIA	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	716864	09/09/1996	716864	08/29/1997	12
AUSTRALIA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	716124	08/28/1996	716124	09/19/1997	07
AUSTRALIA	GAS RISER		Tenneco Automotive Operating Company Inc.	606350	07/06/1993	606350	03/28/1996	12
AUSTRALIA	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	597087	03/01/1993	597087	07/29/1996	12
AUSTRALIA	GASMATIC		Tenneco Automotive Operating Company Inc.	434123	10/03/1985	434123	10/03/1992	12
AUSTRALIA	GT GAS		Tenneco Automotive Operating Company Inc.	551976	03/13/1991	551976	11/14/1995	12
AUSTRALIA	HIRISER		Tenneco Automotive Operating Company Inc.	323802	11/07/1978	323802	07/31/1981	12
AUSTRALIA	KINETIC		Kinetic Pty Ltd	616459	11/17/1993	616459	11/17/1993	12
AUSTRALIA	KINETIC		Kinetic Pty Ltd	1203846	10/09/2007	1203846	10/09/2007	12, 42
AUSTRALIA	KINETIC (Stylized)		Kinetic Pty Ltd	1203847	10/09/2007	1203847	10/09/2007	12, 42

Page 8 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
AUSTRALIA	KINETIC (Stylized) and KINETIC - Series Mark		Kinetic Pty Ltd	616459	11/17/1993	616459	11/17/1993	12
AUSTRALIA	MASTER GAS		Tenneco Automotive Operating Company Inc.	555683	05/09/1991	555683	05/09/1991	12
AUSTRALIA	MAX LIFT		Tenneco Automotive Operating Company Inc.	555157	05/01/1991	555157	11/29/1993	12
AUSTRALIA	MAX-AIR		Tenneco Automotive Operating Company Inc.	267852	04/27/1973	267852	04/27/1980	12
AUSTRALIA	MONROE		Tenneco Automotive Operating Company Inc.	359435	04/23/1981	B359435	03/21/1985	12
AUSTRALIA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	359975	05/07/1981	359975	11/22/1984	12
AUSTRALIA	MONROE FORMULA GTI & Design		Tenneco Automotive Operating Company Inc.	503357	01/20/1989	A503357	06/27/1991	12

Page 9 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
AUSTRALIA	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	854799	10/25/2000	854799	12/03/2001	12
AUSTRALIA	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	359974	05/07/1981	359974	11/22/1984	12
AUSTRALIA	MOTAVATOR PERFORMANCE HEADERS & Design		Tenneco Automotive Operating Company Inc.	544905	10/30/1990	A544905	09/02/1992	12
AUSTRALIA	MUFFLER BAR		Tenneco Automotive Operating Company Inc.	532056	04/04/1990	532056	09/07/1992	12
AUSTRALIA	MUFFLER BAY		Tenneco Automotive Operating Company Inc.	532057	04/04/1990	532057	10/28/1992	12
AUSTRALIA	MYRIDE		Tenneco Automotive Operating Company Inc.	1214394	12/10/2007	1214394	04/28/2008	09
AUSTRALIA	PREMIUM GT GAS		Tenneco Automotive Operating Company Inc.	551975	03/13/1991	551975	02/15/1996	12
AUSTRALIA	PROFIT MUFFLER		Tenneco Automotive Operating Company Inc.	532055	04/04/1990	532055	05/19/1992	12
AUSTRALIA	QUICK STRUT & Design		Tenneco Automotive Operating Company Inc.	1110812	04/27/2006	1110812	08/21/2006	12
AUSTRALIA	RANCHO		Tenneco Automotive Operating Company Inc.	744167	09/18/1997	744167	11/11/1998	12

Page 10 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
AUSTRALIA	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	1150709	12/05/2006	1150709	04/30/2007	12
AUSTRALIA	RANCHO SUSPENSION		Tenneco Automotive Operating Company Inc.	524586	12/04/1989	524586	06/29/1992	12
AUSTRALIA	RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	320860	08/09/1978	320860	04/30/1982	12
AUSTRALIA	SAFETY TRIANGLE & Design (BRAKES TYRES SHOCK ABSORBERS)		Tenneco Automotive Operating Company Inc.	995935	03/31/2004	995935	11/15/2004	12
AUSTRALIA	SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY)		Tenneco Automotive Operating Company Inc.	1338928	12/24/2009	1338928	07/30/2010	12
AUSTRALIA	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	653643	02/22/1995	653643	05/30/1996	12
AUSTRALIA	STRUT-MATE		Tenneco Automotive Operating Company Inc.	551974	03/13/1991	551974	03/13/1991	12
AUSTRALIA	TDT		Tenneco Automotive Operating Company Inc.	1012452	07/23/2004	1012452	03/14/2005	12
AUSTRALIA	TENNECO		Tenneco Automotive Operating Company Inc.	381903	09/30/1982	381903	11/22/1984	07
AUSTRALIA	TENNECO		Tenneco Automotive Operating Company Inc.	381905	09/30/1982	381905	11/22/1984	12

Page 11 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
AUSTRALIA	TENNECO		Tenneco Automotive Operating Company Inc.	673129	09/22/1995	673129	04/09/1997	12
AUSTRALIA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	673119	09/22/1995	673119	04/09/1997	04, 12
AUSTRALIA	TORQ-BOSS PERFORMANCE HEADERS & Design		Tenneco Automotive Operating Company Inc.	546500	11/27/1990	546500	11/27/1990	012
AUSTRALIA	TOURING GAS		Tenneco Automotive Operating Company Inc.	551977	03/13/1991	551977	03/13/1991	012
AUSTRALIA	WALKER & Design		Tenneco Automotive Operating Company Inc.	640025	09/09/1994	640025	05/17/1996	07

Page 12 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
AUSTRALIA	WYLIE & Design		Tenneco Automotive Operating Company Inc.	A361276	06/10/1981	361276	09/25/1987	007
AUSTRALIA	WYLIEGAS & Design		Tenneco Automotive Operating Company Inc.	542495	09/20/1990	542495	08/27/1992	012
AUSTRIA	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	AM224590	05/02/1990	132731	09/26/1990	12, 37
AUSTRIA	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	AM224690	05/02/1990	132732	09/26/1990	12, 37

Page 13 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
AUSTRIA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	AM458996	08/28/1996	169266	04/16/1997	07
AUSTRIA	G & Design		Tenneco GmbH	432000	08/09/1977	432000	08/09/1977	07, 12
AUSTRIA	LOAD-LEVELER		Tenneco Automotive Operating Company Inc.	2156/81	09/09/1981	98480	12/16/1981	12
AUSTRIA	LOAD-LEVELER LEVEL LIGHT & Design		Tenneco Automotive Operating Company Inc.	AM399887	10/20/1987	119263	04/06/1988	12
AUSTRIA	MONROE		Tenneco Automotive Operating Company Inc.	AM76572	08/12/1982	72433	09/30/1992	12, 37
AUSTRIA	MONROE ADVENTURE		Tenneco Automotive Operating Company Inc.	AM41702000	06/05/2000	193802	02/01/2001	12
AUSTRIA	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	AM83042000	11/15/2000	194783	03/14/2001	12

Page 14 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
AUSTRIA	RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	AM120172	05/23/1972	73214	12/31/1992	12
AUSTRIA	TENNECO		Tenneco Automotive Operating Company Inc.	AM32982	02/08/1982	99472	04/21/1982	07, 12, 29, 31
AUSTRIA	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	AM84492	02/20/1992	149750	10/27/1993	012
AUSTRIA	WALKER		Tenneco Automotive Operating Company Inc.	AM231378	09/12/1978	89983	12/27/1978	012
AUSTRIA	WALKER & Design		Tenneco Automotive Operating Company Inc.	117680	04/22/1980	94754	08/01/1980	08, 12
AZERBAIJAN	MONROE		Tenneco Automotive Operating Company Inc.	20000550	10/24/2000	20010335	08/27/2001	07, 12
AZERBAIJAN	MYRIDE		Tenneco Automotive Operating Company Inc.	20071540	12/13/2007	20100617	05/31/2010	09
AZERBAIJAN	RANCHO		Tenneco Automotive Operating Company Inc.	20000552	10/24/2000	N20010336	08/28/2001	07, 12
AZERBAIJAN	TENNECO		Tenneco Automotive Operating Company Inc.	951928	09/22/1995	N991211	11/08/1999	04, 06, 12, 16, 21, 35, 37, 39, 41, 42
AZERBAIJAN	TENNECO		Tenneco Automotive Operating Company Inc.	1125IIPT	04/23/1982	N20001103	10/24/2000	7, 12

Page 15 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
AZERBAIJAN	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	9519273	09/22/1995	N991210	11/08/1999	04, 06, 12, 16, 21, 35, 37, 39, 41, 42
AZERBAIJAN	WALKER		Tenneco Automotive Operating Company Inc.	20000551	10/24/2000	N20010337	08/28/2001	007, 012
BAHAMAS	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	19145	12/18/1996	19145	10/16/1997	06
BAHAMAS	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	19146	12/18/1996	19146	08/22/1997	13
BAHAMAS	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	4715	03/23/1966	4715	04/26/1966	06

Page 16 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
BAHAMAS	SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY)		Tenneco Automotive Operating Company Inc.	30965	09/28/2007	30965	06/27/2013	39
BAHAMAS	SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY)		Tenneco Automotive Operating Company Inc.	30964	09/28/2007	30964	06/27/2013	22
BAHAMAS	TENNECO		Tenneco Automotive Operating Company Inc.	10767	11/25/1982	10767	09/02/1982	06
BAHAMAS	TENNECO		Tenneco Automotive Operating Company Inc.	10769	11/25/1982	10769	06/13/1983	13
BAHAMAS	TENNECO		Tenneco Automotive Operating Company Inc.	17798	09/22/1995	17798	04/29/1997	14
BAHRAIN	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	114295	08/27/1995	19277	09/01/1998	12
BAHRAIN	TENNECO		Tenneco Automotive Operating Company Inc.	63188	09/15/1988	11915	09/15/1988	07
BAHRAIN	TENNECO		Tenneco Automotive Operating Company Inc.	63288	09/15/1988	11916	05/30/1989	12

Page 17 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
BAHRAIN	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	123895	09/20/1995	19350	07/07/1998	12
BANGLADESH	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	858	04/08/1965	858	06/28/1977	12
BANGLADESH	RANCHO		Tenneco Automotive Operating Company Inc.	109684	11/08/2007			12
BANGLADESH	TENNECO		Tenneco Automotive Operating Company Inc.	18278	11/09/1982	18278	11/09/1982	07
BANGLADESH	TENNECO		Tenneco Automotive Operating Company Inc.	18279	11/09/1982	18279	11/09/1982	12
BANGLADESH	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	44881	09/21/1995	44881	09/21/1995	12
BARBADOS	MONROE		Tenneco Automotive Operating Company Inc.	816659	05/08/1998	816659	05/08/1998	12

Page 18 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
BARBADOS	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	816660	05/08/1998	816660	05/08/1998	12
BARBADOS	SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY)		Tenneco Automotive Operating Company Inc.	022964	04/20/2007	8122964	09/22/2009	12
BARBADOS	SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY)		Tenneco Automotive Operating Company Inc.	022965	04/20/2007	8122965	09/22/2009	41
BARBADOS	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	P2862	09/22/1995			12
BELARUS	GAS-MATIC		Tenneco Automotive Operating Company Inc.	76151417SU	12/03/1993	3490	03/01/1995	12

Page 19 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
BELARUS	MICHEL ALU		Tenneco Automotive Operating Company Inc.	20000043	01/19/2000	15161	04/05/2002	12
BELARUS	MONROE		Tenneco Automotive Operating Company Inc.	20001789	10/27/2000	16512	01/30/2003	06, 07, 12
BELARUS	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	20001866	11/14/2000	16515	01/30/2003	12
BELARUS	MYRIDE		Tenneco Automotive Operating Company Inc.	20074786	12/11/2007	35538	04/11/2011	09
BELARUS	RANCHO		Tenneco Automotive Operating Company Inc.	20001790	10/27/2000	16513	01/30/2003	06, 07, 12
BELARUS	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	20064040	12/05/2006	31486	01/14/2010	12
BELARUS	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	950700	05/10/1995	7024	09/22/1997	12
BELARUS	TENNECO		Tenneco Automotive Operating Company Inc.	93950	11/18/1993	1757	11/18/1993	07, 12
BELARUS	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	951303	09/22/1995	7981	02/09/1998	04, 06, 12, 16, 21, 35, 37, 41, 42
BELARUS	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	2728	06/07/1994	6553	07/03/1997	12
BELARUS	WALKER		Tenneco Automotive Operating Company Inc.	20001791	10/27/2000	16417	01/20/2003	006, 007
BELIZE	WALKER		Tenneco Automotive Operating Company Inc.	1175115	04/15/2015	1175115	10/26/2015	07
BENELUX	AIS		Tenneco Automotive Operating Company Inc.	901583	09/24/1997	633015	02/02/1999	007, 009, 041

Page 20 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
BENELUX	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	0069786	05/02/1990	0482758	04/02/1991	12
BENELUX	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	0069787	05/02/1990	0474616	10/01/1990	12
BENELUX	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	877365	08/23/1996	0602029	08/01/1997	07
BENELUX	G & Design		Tenneco GmbH	432000	08/09/1977	432000	08/09/1977	07, 12
BENELUX	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	683951	05/21/1986	418892	05/21/1986	12

Page 21 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
BENELUX	KINETIC (Stylized) and KINETIC - Series Mark		Kinetic Pty Ltd	829372	02/04/2004	829372	02/04/2004	09, 12
BENELUX	LOAD-LEVELER		Tenneco Automotive Operating Company Inc.	0019932	11/30/1971	0077819	12/01/1973	12
BENELUX	LOAD-LEVELER LEVEL LIGHT & Design		Tenneco Automotive Operating Company Inc.	703955	10/19/1987	0435875	07/07/1988	12
BENELUX	MONROE		Tenneco Automotive Operating Company Inc.	0019454	10/09/1959	0076071	11/26/1971	12
BENELUX	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	077525	06/14/1994	0556902	05/02/1995	12
BENELUX	MONROE ADVENTURE		Tenneco Automotive Operating Company Inc.	0966311	06/06/2000	0693092	12/03/2001	12
BENELUX	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	0976541	10/27/2000	0687562	10/01/2001	12

Page 22 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
BENELUX	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	0019931	11/30/1971	0077818	11/30/1971	12
BENELUX	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	623439	03/06/1978	350961	10/06/1978	12
BENELUX	RANCHO		Rancho Industries Europe B.V.	0729743	06/02/1989	0462055	06/02/1989	12
BENELUX	RANCHO SUSPENSION		Rancho Industries Europe B.V.	0729742	06/02/1989	0463952	06/02/1989	12
BENELUX	RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	0645021	09/08/1981	0377280	07/01/1982	12
BENELUX	TENNECO		Tenneco Automotive Operating Company Inc.	648145	02/10/1982	0378502	02/10/1982	07, 12
BENELUX	TENNECO		Tenneco Automotive Operating Company Inc.	0855825	09/22/1995	0582665	09/22/1995	12
BENELUX	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	0855826	09/22/1995	0582666	09/22/1995	12
BENELUX	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	0776276	02/20/1992	0511830	10/01/1992	012
BENELUX	WALKER		Tenneco Automotive Operating Company Inc.	587494	12/31/1971	106506	12/31/1971	007
BENELUX	WALKER & Design		Tenneco Automotive Operating Company Inc.	0635842	04/01/1980	0365137	04/01/1980	07, 08, 12

Page 23 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
BERMUDA	SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY)		Tenneco Automotive Operating Company Inc.	46794	04/26/2007	46794	08/06/2008	12
BERMUDA	SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY)		Tenneco Automotive Operating Company Inc.	46795	04/26/2007	46795	08/26/2008	41
BERMUDA	TENNECO		Tenneco Automotive Operating Company Inc.	10001	11/22/1982	10001	06/01/1984	07
BERMUDA	TENNECO		Tenneco Automotive Operating Company Inc.	27947	06/07/1996	27947	02/12/1997	07
BERMUDA	TENNECO		Tenneco Automotive Operating Company Inc.	10003	11/22/1982	10003	06/01/1984	12
BOLIVIA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	0007940	08/29/1996	67657C	09/22/1998	07
BOLIVIA	GAS-MATIC		Tenneco Automotive Operating Company Inc.	014508	10/18/1995	44940	07/21/1986	12

Page 24 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
BOLIVIA	MONROE		Tenneco Automotive Operating Company Inc.	39472011	09/28/1949	83022A	09/28/1949	12
BOLIVIA	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	SR068807	03/15/1963	20170C	04/30/1967	12
BOLIVIA	MYRIDE		Tenneco Automotive Operating Company Inc.	SM007008	01/04/2008	128675C	07/21/2011	09
BOLIVIA	RANCHO		Tenneco Automotive Operating Company Inc.	0013735	09/22/1997	73449C	07/19/1999	12
BOLIVIA	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	SM53672006	12/29/2006	116615C	12/09/2008	12
BOLIVIA	SENSA-TRAC		Tenneco Automotive Inc.	SR176306	02/23/1995	62951C	02/20/1997	12
BOLIVIA	TENNECO		Tenneco Automotive Operating Company Inc.	235607	09/22/1995	65453C	03/04/1998	06
BOLIVIA	TENNECO		Tenneco Automotive Operating Company Inc.	41622	04/21/1982	A87154	11/05/1982	12
BOLIVIA	TENNECO		Tenneco Automotive Operating Company Inc.	41620	04/21/1982	A87153	11/05/1982	07
BOLIVIA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	235707	09/22/1995	65548C	03/17/1998	06

Page 25 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
BOLIVIA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	235507	09/22/1995	65547C	03/17/1998	12
BOLIVIA	WALKER		Tenneco Automotive Operating Company Inc.	SM017812015	04/15/2015			07
BOSNIA	TENNECO		Tenneco Automotive Operating Company Inc.	BAZ026015A	06/18/2002	BAZ026015	08/07/2007	07, 12
BOSNIA	WALKER		Tenneco Automotive Operating Company Inc.	BAZ972517A	11/26/1997	BAZ972517	03/28/2003	007
BOSNIA	WALKER & Design		Tenneco Automotive Operating Company Inc.	BAZ972516A	11/26/1997	BAZ972516	03/28/2003	07
BOTSWANA	TENNECO		Tenneco Automotive Operating Company Inc.	SA11647	09/29/1982	SA11647	07/22/1991	07
BOTSWANA	TENNECO		Tenneco Automotive Operating Company Inc.	SA11648	09/29/1982	SA11648	07/22/1991	12

Page 26 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
BRAZIL	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	816109915	04/02/1991	816109915	06/23/1992	7
BRAZIL	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	819872431	04/02/1997	819872431	07/27/1999	07
BRAZIL	GAS-PREMIUM		Tenneco Automotive Operating Company Inc.	816968411	11/27/1992	816968411	12/19/1995	12
BRAZIL	LIMITED EDITION		Tenneco Automotive Operating Company Inc.	818012854	08/29/1994	818012854	06/22/1999	37
BRAZIL	LOAD-LEVELER		Tenneco Automotive Operating Company Inc.	868440	07/11/1968	007104502	07/25/1979	12
BRAZIL	MONROE		Tenneco Automotive Operating Company Inc.	003049965	01/02/1953	003049965	02/03/1965	07
BRAZIL	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	810709880	12/08/1981	810709880	08/30/1983	07

Page 27 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
BRAZIL	MONROE GAS-MATIC & Design		Tenneco Automotive Operating Company Inc.	814899455	06/14/1989	814899455	05/21/1991	12
BRAZIL	MONROE SAFE CHECK & Design		Tenneco Automotive Operating Company Inc.	900865202	04/17/2008			09
BRAZIL	MONROE SAFE CHECK & Design		Tenneco Automotive Operating Company Inc.	900864397	04/17/2008	900864397	01/21/2014	12
BRAZIL	MONRO-MAGNUM		Tenneco Automotive Operating Company Inc.	810651602	10/19/1981	810651602	07/19/1983	07
BRAZIL	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	583210	03/15/1963	004519957	01/21/1984	07
BRAZIL	MONRO-MAX		Tenneco Automotive Operating Company Inc.	19175M71	11/04/1971	007027826	11/25/1979	07
BRAZIL	MYRIDE		Tenneco Automotive Operating Company Inc.	829495290	01/16/2008	829495290	05/02/2012	09

Page 28 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
BRAZIL	OESPECTRUM (Stylized)		Tenneco Automotive Operating Company Inc.	840385161	01/08/2013			012
BRAZIL	OUR MISSION IS GO		Tenneco Automotive Operating Company Inc.	825152275	01/06/2003	825152275	05/02/2007	40
BRAZIL	RANCHO		Tenneco Automotive Operating Company Inc.	819340901	07/05/1996	819340901	04/27/2004	12
BRAZIL	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	829677895	05/06/2008	829677895	09/08/2010	12
BRAZIL	SOLID SCR		Tenneco Automotive Operating Company Inc.	830932763	04/06/2011			12
BRAZIL	T.R.U.E.-CLEAN		Tenneco Automotive Operating Company Inc.	830931635	04/01/2011	830931635	07/22/2014	07
BRAZIL	TENNECO		Tenneco Automotive Operating Company Inc.	810819783	04/16/1982	810819783	11/01/1983	12
BRAZIL	TENNECO		Tenneco Automotive Operating Company Inc.	810819775	04/16/1982	810819775	11/01/1983	07
BRAZIL	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	818783516	09/22/1995	818783516	03/23/2004	12
BRAZIL	WALKER		Tenneco Automotive Operating Company Inc.	964172	06/13/1972	006675905	05/10/1978	07

Page 29 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
BRAZIL	XNOX		Tenneco Automotive Operating Company Inc.	830774696	10/25/2010	830774696	04/01/2014	007
BRITISH VIRGIN ISLANDS	MYRIDE		Tenneco Automotive Operating Company Inc.	5413	03/02/2011	5413	06/12/2011	09
BRITISH VIRGIN ISLANDS	SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY)		Tenneco Automotive Operating Company Inc.	4731	07/25/2007	4731	04/06/2008	06
BRITISH VIRGIN ISLANDS	TENNECO		Tenneco Automotive Operating Company Inc.	1631	10/09/1995	2933	08/12/1996	21, 39, 50
BRUNEI	TENNECO		Tenneco Automotive Operating Company Inc.	25316	09/25/1995	20582	09/25/1995	12
BRUNEI	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	25313	09/25/1995	20767	09/25/1995	12
BULGARIA	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	17647	11/13/1991	21149	07/26/1993	12

Page 30 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
BULGARIA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	35955	08/28/1996	31117	07/21/1997	07
BULGARIA	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	25688	11/30/1993	24166	07/06/1994	12
BULGARIA	LOAD-LEVELER LEVEL LIGHT & Design		Tenneco Automotive Operating Company Inc.	24475	06/18/1993	22671	02/10/1994	12
BULGARIA	MONROE		Tenneco Automotive Operating Company Inc.	17648	11/13/1991	21150	07/26/1993	12
BULGARIA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	17646	11/13/1991	21148	07/26/1993	12
BULGARIA	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	51981	10/31/2000	41378	02/01/2002	12
BULGARIA	RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	25686	11/30/1993	24356	08/11/1994	12

Page 31 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
BULGARIA	TENNECO		Tenneco Automotive Operating Company Inc.	444	04/26/1982	13692	12/01/1982	07, 12
BULGARIA	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	24298	05/31/1993	22219	12/03/1993	012
BULGARIA	WALKER		Tenneco Automotive Operating Company Inc.	16457	09/12/1991	23403	10/03/1994	006
BULGARIA	WALKER & Design		Tenneco Automotive Operating Company Inc.	16456	09/12/1991	23402	10/03/1994	06
BURUNDI	GAS-MATIC		Tenneco Automotive Operating Company Inc.	814866455	11/07/1985	2126BUR	03/04/1985	12
BURUNDI	TENNECO		Tenneco Automotive Operating Company Inc.	3045BUR	09/25/1995	3045BUR	09/25/1995	06, 21, 35, 37, 39, 41, 42
BURUNDI	TENNECO		Tenneco Automotive Operating Company Inc.	1096	10/25/1982	1096	10/25/1982	01
CAMBODIA	MYRIDE		Tenneco Automotive Operating Company Inc.	30024	09/07/2007	2850608	05/07/2008	09
CAMBODIA	RANCHO		Tenneco Automotive Operating Company Inc.	2969207	12/20/2007	2833308	04/08/2008	12
CANADA	4 MORE & Design		Tenneco Automotive Operating Company Inc.	1397797	06/02/2008	TMA757369	01/20/2010	*

Page 32 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CANADA	ABSORBITE		Tenneco Automotive Operating Company Inc.	543529	06/10/1985	TMA314502	05/23/1986	*
CANADA	ALUMINOX (Stylized)		Tenneco Automotive Operating Company Inc.	0883545	07/08/1998	TMA536816	11/07/2000	*, *
CANADA	CALCAT		Tenneco Automotive Operating Company Inc.	1533757	06/29/2011	TMA841372	01/28/2013	*
CANADA	CARLINE		Tenneco Canada Inc.	282264	05/11/1964	TMA138379	12/04/1964	*, **
CANADA	CARLINE & Design		Tenneco Canada Inc.	437885	04/03/1979	TMA268294	04/16/1982	*, **
CANADA	CARLINE & Design		Tenneco Canada Inc.	437884	04/03/1979	TMA265231	12/18/1981	*, **

Page 33 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CANADA	DESIGN (Bird Head)		Tenneco Automotive Operating Company Inc.	378404	09/03/1974	TMA207694	06/20/1975	*
CANADA	DESIGN (Plaid)		Tenneco Automotive Operating Company Inc.	533936	01/02/1985	TMA320614	11/14/1986	*
CANADA	DNX		Tenneco Automotive Operating Company Inc.	1167316	02/07/2003	TMA641699	06/09/2005	*, *
CANADA	DNX & Design		Tenneco Automotive Operating Company Inc.	1167457	02/10/2003	TMA665684	06/06/2006	*, *
CANADA	DRIV		Tenneco Automotive Operating Company Inc	1718016	03/05/2015			12, 42
CANADA	DYNOMAX		Tenneco Automotive Operating Company Inc.	1351223	06/12/2007	TMA725279	10/03/2008	*

Page 34 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CANADA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	824846	10/02/1996	TMA483943	10/10/1997	*
CANADA	ECONO-MATIC		Tenneco Automotive Operating Company Inc.	1456961	10/28/2009	TMA779662	10/13/2010	*
CANADA	ERIS		Tenneco Automotive Operating Company Inc.	1097758	03/28/2001	TMA575353	02/11/2003	*
CANADA	EXHAUST MATE & Design		Tenneco Automotive Operating Company Inc.	1498424	10/04/2010	TMA836128	11/09/2012	*
CANADA	EXHAUST-MATE		Tenneco Automotive Operating Company Inc.	1503659	11/12/2010	TMA836131	11/09/2012	*
CANADA	EXPERT PLUS		Tenneco Automotive Operating Company Inc.	1391678	04/16/2008	TMA800799	06/23/2011	*, **
CANADA	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	1476808	04/13/2010	TMA807114	09/21/2011	*
CANADA	GAS-MATIC		Tenneco Automotive Operating Company Inc.	496581	12/21/1982	TMA291639	06/08/1984	*
CANADA	GRIPPER		Tenneco Automotive Operating Company Inc.	1110339	07/23/2001	TMA654631	12/07/2005	*
CANADA	HUSH		Tenneco Automotive Operating Company Inc.	342496	05/06/1971	TMA194083	09/14/1973	*

Page 35 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CANADA	HUSH THRUSH		Tenneco Automotive Operating Company Inc.	1390962	04/11/2008	TMA746311	08/26/2009	*
CANADA	HUSH THRUSH TURBO		Tenneco Automotive Operating Company Inc.	563472	05/28/1986	TMA330693	07/31/1987	*
CANADA	IMX		Tenneco Canada Inc.	614039	08/29/1988	TMA364207	01/12/1990	*
CANADA	KINETIC		Kinetic Pty Ltd	1205766	02/09/2004	TMA697835	10/03/2007	*
CANADA	LOAD-LEVELER		Tenneco Automotive Operating Company Inc.	250091	03/25/1959	TMA115787	10/30/1959	*
CANADA	MAD HOT		Tenneco Automotive Operating Company Inc.	1542282	09/06/2011	TMA873532	03/18/2014	*
CANADA	MAKING HOT RODS HOTTER, SINCE 1966		Tenneco Automotive Operating Company Inc.	1390961	04/11/2008	TMA746309	08/26/2009	*
CANADA	MAX-AIR		Tenneco Automotive Operating Company Inc.	361487	02/15/1973	TMA208651	08/08/1975	*
CANADA	MAX-LIFT		Tenneco Automotive Operating Company Inc.	721180	01/25/1993	TMA426521	04/22/1994	*
CANADA	MEGA-CLAMP		Tenneco Automotive Operating Company Inc.	1093509	02/21/2001	TMA597078	12/10/2003	*
CANADA	MEGA-FLOW		Tenneco Automotive Operating Company Inc.	1137832	04/17/2002	TMA608036	04/20/2004	*
CANADA	MEGA-FLOW NOISE BRAKER		Tenneco Automotive Operating Company Inc.	1101330	04/27/2001	TMA628573	12/17/2004	*
CANADA	MONROE		Tenneco Automotive Operating Company Inc.	306460	07/17/1967	TMA155588	02/16/1968	*
CANADA	MONROE		Tenneco Automotive Operating Company Inc.	1181765	06/17/2003	TMA656387	01/11/2006	*
CANADA	MONROE		Tenneco Automotive Operating Company Inc.	1432872	03/30/2009	TMA770330	06/21/2010	*

Page 36 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CANADA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	395158	03/01/1976	TMA220668	05/20/1977	*
CANADA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	1181766	06/17/2003	TMA659014	02/15/2006	*
CANADA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	1275054	10/07/2005	TMA725690	10/09/2008	*
CANADA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	1432871	03/30/2009	TMA770337	06/21/2010	*

Page 37 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CANADA	MONROE BRAKES & Design (New Wing)		Tenneco Automotive Operating Company Inc.	1360072	08/16/2007	TMA729931	12/02/2008	*
CANADA	MONROE CERAMICS		Tenneco Automotive Operating Company Inc.	1257228	05/11/2005	TMA672112	09/07/2006	12
CANADA	MONROE DYNAMICS		Tenneco Automotive Operating Company Inc.	1257226	05/11/2005	TMA716959	06/19/2008	*
CANADA	MONROE GRIPPER & Design (New Wing)		Tenneco Automotive Operating Company Inc.	0467467	03/25/1981	TMA267600	03/26/1982	*
CANADA	MONROE HEAVY DUTY & Design		Tenneco Automotive Operating Company Inc.	1172248	04/14/2003	TMA652819	11/16/2005	*
CANADA	MONROE INVISION		Tenneco Automotive Operating Company Inc.	1374839	12/05/2007	TMA729664	11/27/2008	*

Page 38 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CANADA	MONROE PROSOLUTION & Design		Tenneco Automotive Operating Company Inc.	1592496	08/31/2012	TMA911912	08/20/2015	12
CANADA	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	1476804	04/13/2010	TMA807115	09/21/2011	*
CANADA	MONROE SAFETY CENTERS		Tenneco Automotive Operating Company Inc.	1275055	10/07/2005	TMA724177	09/23/2008	*
CANADA	MONRO-MAGNUM		Tenneco Automotive Operating Company Inc.	407377	02/16/1977	TMA235241	08/17/1979	*
CANADA	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	306464	07/17/1967	155589	02/16/1968	*
CANADA	MONRO-MAX		Tenneco Automotive Operating Company Inc.	347054	10/18/1971	TMA208516	08/01/1975	*
CANADA	OUR MISSION IS GO		Tenneco Automotive Operating Company Inc.	1142923	06/05/2002	TMA683576	03/14/2007	*
CANADA	PRO PLUS		Tenneco Automotive Operating Company Inc.	536612	02/18/1985	315415	06/20/1986	*
CANADA	QUICK STRUT		Tenneco Automotive Operating Company Inc.	1188712	08/27/2003	TMA666454	06/21/2006	*
CANADA	QUICK STRUT & Design		Tenneco Automotive Operating Company Inc.	1299350	04/26/2006	TMA738744	04/24/2009	*

Page 39 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CANADA	QUICK-FIT		Tenneco Automotive Operating Company Inc.	1595668	09/25/2012	TMA861216	09/25/2013	*
CANADA	QUICKLIFT		Tenneco Automotive Operating Company Inc.	1611250	01/24/2013	TMA878400	05/22/2014	*
CANADA	QUIETCRAWLER		Tenneco Automotive Operating Company Inc.	1758194	12/07/2015			07
CANADA	QUIET-FLOW		Tenneco Automotive Operating Company Inc.	1476803	04/13/2010	TMA806502	09/12/2011	*
CANADA	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	402684	09/28/1976	TMA235385	08/24/1979	*
CANADA	RANCHO		Tenneco Automotive Operating Company Inc.	858932	10/17/1997	508681	03/02/1999	*
CANADA	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	1330211	01/04/2007	TMA747701	09/15/2009	*
CANADA	RANCHO SUSPENSION & Design		Tenneco Automotive Operating Company Inc.	0616174	09/29/1988	TMA362353	11/03/1989	WAR
CANADA	RATTLER		Tenneco Automotive Operating Company Inc.	1755697	11/19/2015			*
CANADA	REFLEX		Tenneco Automotive Operating Company Inc.	1489723	07/22/2010	TMA806713	09/14/2011	*
CANADA	ROCKGEAR		Tenneco Automotive Operating Company Inc.	1629121	05/31/2013	TMA909596	07/28/2015	012
CANADA	RS5000		Tenneco Automotive Operating Company Inc.	1611148	01/24/2013	TMA878398	05/22/2014	*
CANADA	RS7000		Tenneco Automotive Operating Company Inc.	1611296	01/25/2013	TMA878401	05/22/2014	*

Page 40 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CANADA	RS9000		Tenneco Automotive Operating Company Inc.	1611147	01/24/2013	TMA885891	09/16/2014	1
CANADA	SAFE & SOUND		Tenneco Automotive Operating Company Inc.	1387410	03/14/2008	TMA747753	09/16/2009	*
CANADA	SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY)		Tenneco Automotive Operating Company Inc.	1189569	09/03/2003	TMA715485	05/29/2008	*, **
CANADA	SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY)		Tenneco Automotive Operating Company Inc.	1275048	10/07/2005	TMA725688	10/09/2008	*
CANADA	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	776058	02/22/1995	TMA452261	12/22/1995	WAR
CANADA	SEVERE SOLUTION		Tenneco Automotive Operating Company Inc.	1594123	09/13/2012	TMA914658	09/21/2015	*
CANADA	SIGNATURE SOUND		Tenneco Automotive Operating Company Inc.	1663102	02/07/2014
CANADA	SOUNDFX		Tenneco Automotive Operating Company Inc.	1598678	10/18/2012	TMA871530	02/18/2014	*
CANADA	STARLA		Tenneco Automotive Operating Company Inc.	1401648	07/02/2008	TMA780463	10/25/2010	*
CANADA	STREET LETHAL		Tenneco Automotive Operating Company Inc.	1188711	08/27/2003	TMA648587	09/20/2005	*

Page 41 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CANADA	STRUT-MATE		Tenneco Automotive Operating Company Inc.	1476809	04/13/2010	TMA807113	09/21/2011	*
CANADA	SUPER TURBO (Refile)		Tenneco Automotive Operating Company Inc.	1768394	02/18/2016			*
CANADA	TECH-FIT		Tenneco Automotive Operating Company Inc.	1638582	08/07/2013	TMA947053	08/23/2016	37
CANADA	TENNECO		Tenneco Automotive Operating Company Inc.	1432867	03/30/2009	TMA824738	05/24/2012	*
CANADA	TENNECO		Tenneco Automotive Operating Company Inc.	475960	09/24/1981	TMA271239	07/23/1982	*
CANADA	TENNECO		Tenneco Automotive Operating Company Inc.	475962	09/24/1981	TMA271058	07/16/1982	*
CANADA	TENNECO		Tenneco Automotive Operating Company Inc.	793228	09/22/1995	TMA501483	09/30/1998	*
CANADA	TENNECO		Tenneco Automotive Operating Company Inc.	296379	04/15/1966	TMA164560	08/08/1969	*
CANADA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	1432869	03/30/2009	TMA824739	05/24/2012	*
CANADA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	793227	09/21/1995	501705	10/02/1998	*

Page 42 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CANADA	TENNECO T3CHTOUR & Design		Tenneco Automotive Operating Company Inc.	1436439	04/29/2009	TMA790931	02/16/2011	*
CANADA	TENNECO TECHNOLOGY TOUR		Tenneco Automotive Operating Company Inc.	1436436	04/29/2009	TMA790932	02/16/2011	*
CANADA	THE ROAD SENSING ONE		Tenneco Automotive Operating Company Inc.	726227	04/07/1993	TMA424850	03/04/1994	12
CANADA	THE ROAD SENSING ONE & Design		Tenneco Automotive Operating Company Inc.	738013	09/30/1993	TMA439201	02/10/1995	12
CANADA	THIS BIRD IS LOUD AND PROUD		Tenneco Automotive Operating Company Inc.	1755698	11/19/2015			*
CANADA	THRUSH		Tenneco Automotive Operating Company Inc.	193068	11/09/1965	TMA147024	09/09/1966	*
CANADA	THRUSH CLASSIC		Tenneco Automotive Operating Company Inc.	546712	07/30/1985	TMA340187	05/13/1988	*
CANADA	TRU FIT		Tenneco Automotive Operating Company Inc.	470271	05/21/1981	TMA267126	03/05/1982	*

Page 43 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CANADA	TURBO 400 & Design		Tenneco Automotive Operating Company Inc.	563460	05/28/1986	TMA333447	10/23/1987	*
CANADA	TWIN TECHNOLOGY ACTIVE CONTROL SYSTEM & Design		Tenneco Automotive Operating Company Inc.	1609774	01/14/2013	TMA879883	06/11/2014	*
CANADA	ULTRA FLO		Tenneco Automotive Operating Company Inc.	1611295	01/25/2013	TMA861141	09/25/2013	*
CANADA	VINTAGE SOUND...TODAY’S POWER		Tenneco Automotive Operating Company Inc.	1390963	04/11/2008	TMA758058	01/27/2010	*
CANADA	WALKER		Tenneco Automotive Operating Company Inc.	245008	03/28/1958	TMA135847	05/22/1964	*
CANADA	WALKER & Design		Tenneco Automotive Operating Company Inc.	283559	07/15/1964	TMA143874	02/11/1966	*

Page 44 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CANADA	WALKER & Design (New) (black background)		Tenneco Automotive Operating Company Inc.	1611658	01/29/2013	TMA885884	09/16/2014	1, 1
CANADA	WALKER ADVANTAGE		Tenneco Automotive Operating Company Inc.	543528	06/10/1985	TMA314451	05/23/1986	*
CANADA	WALKER HEAVY DUTY & Design		Tenneco Automotive Operating Company Inc.	1172249	04/14/2003	TMA652831	11/16/2005	*
CANADA	WALKER HEAVY DUTY MONROE & Design		Tenneco Automotive Operating Company Inc.	1172250	04/14/2003	TMA652832	11/16/2005	*
CANADA	WALKER INVISION		Tenneco Automotive Operating Company Inc.	1387196	03/13/2008	TMA746307	08/26/2009	*

Page 45 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CANADA	WALKER ULTRA and Design		Tenneco Automotive Operating Company Inc.	1525578	04/29/2011	TMA832169	09/18/2012	*
CANADA	XNOX (Refile)		Tenneco Automotive Operating Company Inc.	1645387	09/26/2013	TMA966467	03/22/2017	*, **
CHILE	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	354196	09/04/1996	800470	06/04/1997	07
CHILE	FRIC-ROT		Tenneco Automotive Operating Company Inc.	810017	10/10/1997	839734	01/27/1998	06, 07, 09, 12, 17
CHILE	MONROE		Tenneco Automotive Operating Company Inc.	12658B	08/06/1963	1069077	11/28/1963	12
CHILE	MONROE MAGNUM PLUS & Design		Tenneco Automotive Operating Company Inc.	572069	01/17/1992	639453	06/19/1992	12
CHILE	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	12659	08/06/1963	696274	11/28/1963	12

Page 46 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CHILE	MYRIDE		Tenneco Automotive Operating Company Inc.	804404	01/22/2008	827555	09/16/2008	09
CHILE	RANCHO		Tenneco Automotive Operating Company Inc.	336014	03/04/1996	783791	01/20/1997	12
CHILE	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	754912	12/12/2006	791870	07/10/2007	12
CHILE	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	300324	02/24/1995	1224060	01/22/1996	12
CHILE	TENNECO		Tenneco Automotive Operating Company Inc.	834463	09/22/1995	841623	10/23/1998	06, 12
CHILE	TENNECO		Tenneco Automotive Operating Company Inc.	923491	06/21/2000	578663	10/10/2000	07, 12
CHILE	TENNECO		Tenneco Automotive Operating Company Inc.	101744	02/12/1982	691587	04/05/1982	07, 12
CHILE	WALKER		Tenneco Automotive Operating Company Inc.	1149047	04/01/2015	1191610	01/06/2016	07
CHINA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	960111598	10/03/1996	1163088	03/28/1998	12
CHINA	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	4192594	07/28/2004	4192594	01/07/2007	12
CHINA	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	4192587	07/28/2004	4192587	01/07/2007	07

Page 47 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CHINA	GAS-MAGNUM (in Chinese Characters)		Tenneco Automotive Operating Company Inc.	4192588	07/28/2004	4192588	11/14/2006	07
CHINA	GAS-MAGNUM (in Chinese Characters)		Tenneco Automotive Operating Company Inc.	4192595	07/28/2004	4192595	11/14/2006	12
CHINA	GAS-MATIC		Tenneco Automotive Operating Company Inc.	4270752	09/15/2004	4270752	02/28/2007	012
CHINA	KINETIC (Stylized) and KINETIC - Series Mark		Kinetic Pty Ltd	829372	02/04/2004	829372	02/04/2004	09, 12
CHINA	MAX-LIFT		Tenneco Automotive Operating Company Inc.	9800029617	04/02/1998	1327076	10/21/1999	12
CHINA	MONROE		Tenneco Automotive Operating Company Inc.	8844094	12/05/1988	503684	11/10/1989	12
CHINA	MONROE		Tenneco Automotive Operating Company Inc.	90022569	06/11/1990	555935	06/20/1991	12

Page 48 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CHINA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	90022559	06/11/1990	555936	06/20/1991	12
CHINA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	11275279	07/30/2012	11275279	02/21/2015	07
CHINA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	11275278	07/30/2012	11275278	01/14/2014	12
CHINA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	11275277	07/30/2012	11275277	12/28/2013	42

Page 49 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CHINA	MONROE & Design (New Wing) (in New Chinese )		Tenneco Automotive Operating Company Inc.	1119148	10/14/1997	1119148	10/14/1997	12
CHINA	MONROE (In Chinese Characters )		Tenneco Automotive Operating Company Inc.	4192578	07/28/2004	4192578	11/14/2006	12
CHINA	MONROE (In Chinese Characters )		Tenneco Automotive Operating Company Inc.	11372378	08/20/2012	11372378	04/21/2014	07
CHINA	MONROE (In Chinese Characters )		Tenneco Automotive Operating Company Inc.	11372377	08/20/2012	11372377	06/28/2016	12

Page 50 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CHINA	MONROE (In Chinese Characters )		Tenneco Automotive Operating Company Inc.	11353284	08/15/2012	11353284	01/14/2014	42
CHINA	MONROE (In Mandarin)		Tenneco Automotive Operating Company Inc.	46032	11/10/1989	503685	11/10/1989	12
CHINA	MONROE (In Meng Nuo )		Tenneco Automotive Operating Company Inc.	960110165	09/28/1996	1119149	10/14/1997	12
CHINA	MONROE (Meng Nuo In Complex Chinese)		Tenneco Automotive Operating Company Inc.	9800111395	09/29/1998	1388329	04/21/2000	12

Page 51 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CHINA	MONROE (Meng Nuo In Simplified Chinese )		Tenneco Automotive Operating Company Inc.	9800111398	09/29/1998	1388330	04/21/2000	12
CHINA	MONROE REFLEX & Design (refile)		Tenneco Automotive Operating Company Inc.	13791061	12/24/2013	13791061	12/21/2015	12
CHINA	Monroe Wings Logo		Tenneco Automotive Operating Company Inc.	12788858	06/21/2013	12788858	02/14/2015	07
CHINA	Monroe Wings Logo		Tenneco Automotive Operating Company Inc.	12788857	06/21/2013	12788857	02/14/2015	12
CHINA	MONRO-MATIC PLUS		Tenneco Automotive Operating Company Inc.	19191231	03/02/2016			12

Page 52 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CHINA	MYRIDE		Tenneco Automotive Operating Company Inc.	6430275	12/11/2007	6430275	03/28/2010	09
CHINA	RANCHO		Tenneco Automotive Operating Company Inc.	2001071011	04/29/2001	1803142	07/07/2002	07
CHINA	RANCHO		Tenneco Automotive Operating Company Inc.	2001085454	05/24/2001	2023216	09/14/2004	12
CHINA	RANCHO (in Chinese characters)		Tenneco Automotive Operating Company Inc.	4192602	07/28/2004	4192602	11/14/2006	07
CHINA	RANCHO (in Chinese characters)		Tenneco Automotive Operating Company Inc.	4192593	07/28/2004	4192593	11/14/2006	12
CHINA	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	5770533	12/07/2006	5770533	09/14/2009	12
CHINA	RANCHO SUSPENSION		Tenneco Automotive Operating Company Inc.	2001071024	04/29/2001	2023878	04/21/2005	07
CHINA	RANCHO SUSPENSION		Tenneco Automotive Operating Company Inc.	2001085455	05/24/2001	2023208	09/14/2004	12
CHINA	REFLEX		Tenneco Automotive Operating Company Inc.	10368218	12/29/2011	10368218	12/14/2015	12

Page 53 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CHINA	SAFETY TRIANGLE & Design (without Steering Stopping Stability)		Tenneco Automotive Operating Company Inc.	12765856	06/18/2013	12765856	12/14/2014	35
CHINA	Safety Triangle Design (with no words)		Tenneco Automotive Operating Company Inc.	12765857	06/18/2013	12765857	12/14/2014	12
CHINA	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	950126686	10/10/1995	982555	04/14/1997	12
CHINA	SENSA-TRAC (In Chinese Characters)		Tenneco Automotive Operating Company Inc.	4192577	07/28/2004	4192577	11/14/2006	12
CHINA	SENSA-TRAC (In Chinese Characters)		Tenneco Automotive Operating Company Inc.	4192603	07/28/2004	4192603	11/14/2006	07

Page 54 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CHINA	SIGNATURE SOUND		Tenneco Automotive Operating Company Inc.	14132416	03/07/2014	14132416	08/07/2015	07
CHINA	SOLID SCR		Tenneco Automotive Operating Company Inc.	9308181	04/07/2011	9308181	11/28/2012	07
CHINA	T.R.U.E.-CLEAN		Tenneco Automotive Operating Company Inc.	8309689	05/19/2010	8309689	02/28/2012	07
CHINA	TENNECO		Tenneco Automotive Operating Company Inc.	4192590	07/28/2004	4192590	01/21/2009	07
CHINA	TENNECO		Tenneco Automotive Operating Company Inc.	93111845	11/17/1993	780582	10/07/1995	12
CHINA	TENNECO		Tenneco Automotive Operating Company Inc.	950119469	09/21/1995	982558	04/14/1997	12
CHINA	TENNECO		Tenneco Automotive Operating Company Inc.	95014797	02/15/1995	904147	11/28/1996	17
CHINA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	950119479	09/21/1995	982556	04/14/1997	12
CHINA	TENNECO & Design (Horizon) (In Chinese)		Tenneco Automotive Operating Company Inc.	950119484	09/21/1995	982557	04/14/1997	12

Page 55 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CHINA	TENNECO (in Chinese characters)		Tenneco Automotive Operating Company Inc.	4192589	07/28/2004	4192589	11/14/2006	007
CHINA	TENNECO (in Chinese characters)		Tenneco Automotive Operating Company Inc.	4192576	07/28/2004	4192576	01/21/2009	012
CHINA	TENNECO (In Chinese)		Tenneco Automotive Operating Company Inc.	950119474	09/21/1995	982559	04/14/1997	12
CHINA	TENNECO SIGNATURE SOUND		Tenneco Automotive Operating Company Inc.	14132415	03/07/2014	14132415	08/07/2015	07
CHINA	THRUSH		Tenneco Automotive Operating Company Inc.	10308495	12/15/2011	10308495	03/28/2013	12
CHINA	WALKER		Tenneco Automotive Operating Company Inc.	4192599	07/28/2004	4192599	12/21/2006	007
CHINA	WALKER		Tenneco Automotive Operating Company Inc.	10553632	03/01/2012	10553632	04/07/2014	07

Page 56 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CHINA	WALKER		Tenneco Automotive Operating Company Inc.	12884950	07/09/2013	12884950	10/21/2015	12
CHINA	WALKER & Design		Tenneco Automotive Operating Company Inc.	10553631	03/01/2012	10553631	04/07/2014	07
CHINA	WALKER & Design (in Chinese characters)		Tenneco Automotive Operating Company Inc.	960050164	04/22/1996	1060554	07/21/1997	12
CHINA	WALKER & Design (New) (black background)		Tenneco Automotive Operating Company Inc.	13305808	09/29/2013	13305808	02/14/2015	07
CHINA	WALKER & Design (New) (black background)		Tenneco Automotive Operating Company Inc.	13305807	09/29/2013	13305807	08/14/2015	12

Page 57 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CHINA	WALKER (in Chinese characters)		Tenneco Automotive Operating Company Inc.	960050165	04/22/1996	1060555	07/21/1997	012
CHINA	WALKER (In Chinese Characters)		Tenneco Automotive Operating Company Inc.	15226530	08/26/2014			07
CHINA	WAN LI LU & Design (MONROE in Chinese )		Tenneco Automotive Operating Company Inc.	913155	01/01/1991	578249	01/10/1992	012
CHINA	XNOX		Tenneco Automotive Operating Company Inc.	8666657	09/14/2010	8666657	09/28/2011	007
COLOMBIA	AXIOS		Tenneco Automotive Operating Company Inc.	03007023	01/31/2003	285879	07/29/2004	12

Page 58 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
COLOMBIA	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	339374	04/05/1991	145250	11/17/1993	12
COLOMBIA	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	339373	04/05/1991	145249	11/17/1993	37
COLOMBIA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	96046887	09/03/1996	203117	11/19/1997	07
COLOMBIA	GAS-MATIC		Tenneco Automotive Operating Company Inc.	249260	09/27/1985	126062	12/06/1988	12
COLOMBIA	MONROE		Tenneco Automotive Operating Company Inc.	92151686	02/17/1960	46794	08/23/1960	12

Page 59 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
COLOMBIA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	92325158	07/11/2000	109825	07/11/1985	12
COLOMBIA	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	92291348	08/13/1993	55316	10/29/1993	12
COLOMBIA	MYRIDE		Tenneco Automotive Operating Company Inc.	08004955	01/21/2008	360417	07/25/2008	09
COLOMBIA	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	92319563	05/20/1981	107892	04/11/1985	12
COLOMBIA	RANCHO		Tenneco Automotive Operating Company Inc.	97058254	10/06/1997	211348	08/11/1998	12
COLOMBIA	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	06127437	12/20/2006	335175	07/05/2007	12
COLOMBIA	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	95007845	02/28/1995	176456	06/30/1995	12
COLOMBIA	TENNECO		Tenneco Automotive Operating Company Inc.	208837	02/10/1982	110093	10/09/1984	07
COLOMBIA	TENNECO		Tenneco Automotive Operating Company Inc.	208838	02/11/1982	106947	08/30/1984	12
COLOMBIA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	95044551	09/26/1995	188344	08/15/1996	12

Page 60 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
COLOMBIA	WALKER		Tenneco Automotive Operating Company Inc.	2015074218	04/01/2015			07
COSTA RICA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	100363	08/22/1996	100363	03/14/1997	07
COSTA RICA	MONROE		Tenneco Automotive Operating Company Inc.	65952	11/28/1985	65952	11/28/1985	12
COSTA RICA	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	20020005337	08/06/2002	171789	12/03/2007	12
COSTA RICA	MYRIDE		Tenneco Automotive Operating Company Inc.	20080004369	05/09/2008	181150	10/24/2008	09
COSTA RICA	RANCHO		Tenneco Automotive Operating Company Inc.	19970008187	11/04/1997	107800	06/10/1998	12
COSTA RICA	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	20070000495	01/18/2007	193281	07/31/2009	12
COSTA RICA	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	128999	08/18/1995	96091	08/14/1996	12
COSTA RICA	TENNECO		Tenneco Automotive Operating Company Inc.	20060003708	05/03/2006	189468	04/30/2009	07
COSTA RICA	TENNECO		Tenneco Automotive Operating Company Inc.	19950006660	09/22/1995	98077	12/02/1996	12
COSTA RICA	WALKER		Tenneco Automotive Operating Company Inc.	2015003337	04/09/2015	245930	08/20/2015	07

Page 61 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CROATIA	LOAD-LEVELER LEVEL LIGHT & Design		Tenneco Automotive Operating Company Inc.	014139	09/06/1993	Z932682	01/27/1997	12
CROATIA	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	381-04/93-01/4140	09/06/1993	Z932683	02/28/1997	12
CROATIA	WALKER		Tenneco Automotive Operating Company Inc.	Z971740A	11/21/1997	Z971740	11/21/1997	07
CROATIA	WALKER & Design		Tenneco Automotive Operating Company Inc.	Z971741A	11/21/1997	Z971741	11/21/1997	007
CROATIA	WALKER ALUMINOX & Design		Tenneco Automotive Iberica, S.A.	Z980727A	06/10/1998	Z980727	11/30/1998	12
CUBA	MONROE		Tenneco Automotive Operating Company Inc.	196599	12/11/1959	106108	04/01/1963	12
CUBA	TENNECO		Tenneco Automotive Operating Company Inc.	25086	06/25/1986	116330	06/25/1986	07
CUBA	TENNECO		Tenneco Automotive Operating Company Inc.	25186	06/25/1986	116331	06/25/1986	12

Page 62 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CURACAO	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	07243	02/03/1997	07243	03/07/1997	12
CURACAO	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	09465	03/08/1966	09465	04/12/1966	12
CURACAO	TENNECO		Tenneco Automotive Operating Company Inc.	07244	03/03/1983	07244	03/03/1983	07, 12
CURACAO	TENNECO		Tenneco Automotive Operating Company Inc.	07245	09/22/1995	07245	09/04/1996	12
CURACAO	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	07242	09/22/1995	07242	09/04/1996	12
CYPRUS	RANCHO		Tenneco Automotive Operating Company Inc.	73898	06/11/2007	73898	11/21/2011	12
CYPRUS	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	44091	12/04/1995	44091	04/02/1999	12
CYPRUS	TENNECO		Tenneco Automotive Operating Company Inc.	44942	04/02/1996	44942	03/03/2000	07
CYPRUS	TENNECO		Tenneco Automotive Operating Company Inc.	23043	10/05/1982	23043	10/05/1982	12

Page 63 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CYPRUS	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	43828	11/13/1995	43828	02/26/1999	07
CYPRUS	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	43466	09/22/1995	43466	10/22/1998	12
CZECH REPUBLIC	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	65670	12/31/1991	176081	05/04/1994	12
CZECH REPUBLIC	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	120702	03/24/1997	210576	06/29/1998	007
CZECH REPUBLIC	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	9382161	08/26/1993	188794	03/19/1996	12

Page 64 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CZECH REPUBLIC	GAS-MATIC		Tenneco Automotive Operating Company Inc.	65699	01/03/1992	173469	09/02/1993	012
CZECH REPUBLIC	GAS-MATIC		Tenneco Automotive Operating Company Inc.	9382160	08/26/1993	188793	03/19/1996	12
CZECH REPUBLIC	LOAD-LEVELER		Tenneco Automotive Operating Company Inc.	9382158	08/26/1993	188791	03/19/1996	12
CZECH REPUBLIC	MICHEL ALU		Tenneco Automotive Operating Company Inc.	150825	01/13/2000	231299	02/21/2001	12
CZECH REPUBLIC	MONROE		Tenneco Automotive Operating Company Inc.	65666	12/31/1991	176077	05/04/1994	12
CZECH REPUBLIC	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	65668	12/31/1991	176078	05/04/1994	12
CZECH REPUBLIC	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	O160560	10/31/2000	240180	01/25/2002	12
CZECH REPUBLIC	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	65669	12/31/1991	176079	05/04/1994	12
CZECH REPUBLIC	RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	9382159	08/26/1993	188792	03/19/1996	12
CZECH REPUBLIC	TENNECO		Tenneco Automotive Operating Company Inc.	52760	07/22/1982	166351	10/13/1986	01, 02, 03, 04, 05, 07, 09, 12, 13, 14, 16, 20, 21, 24, 25, 27, 29, 31
CZECH REPUBLIC	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	81859	08/12/1993	189342	04/29/1996	12
CZECH REPUBLIC	WALKER		Tenneco Automotive Operating Company Inc.	63582	09/06/1991	174573	01/12/1994	006

Page 65 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
CZECH REPUBLIC	WALKER & Design		Tenneco Automotive Operating Company Inc.	63583	09/06/1991	174572	01/12/1994	06
DEM REPUBLIC OF CONGO	TENNECO		Tenneco Automotive Operating Company Inc.	NP554RDC2003	12/19/2003	100302003	07/03/2004	12
DENMARK	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	VA199003504	05/01/1990	VR199101566	03/08/1991	12
DENMARK	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	VA199003505	05/01/1990	VR199101567	03/08/1991	12
DENMARK	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	318186	05/20/1986	VR198703243	10/02/1987	12
DENMARK	LOAD-LEVELER		Tenneco Automotive Operating Company Inc.	VA027711962	08/14/1962	VR196300775	04/06/1993	12

Page 66 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
DENMARK	LOAD-LEVELER LEVEL LIGHT & Design		Tenneco Automotive Operating Company Inc.	VA198706992	10/22/1987	VR198905394	09/15/1989	12
DENMARK	MONROE ADVENTURE		Tenneco Automotive Operating Company Inc.	VA200002467	06/02/2000	VR200004041	08/29/2000	12
DENMARK	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	VA 004568 2000	11/01/2000	VR 000174 2001	01/09/2001	012
DENMARK	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	VA198103771	09/09/1981	VR198201042	03/05/1992	12
DENMARK	RANCHO		Tenneco Automotive Operating Company Inc.	066571989	09/11/1989	VR199209471	10/16/1992	12
DENMARK	RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	VR197103570	09/21/1971	VR197203155	09/29/1992	12
DENMARK	TENNECO		Tenneco Automotive Operating Company Inc.	VA198200543	02/08/1992	VR198202985	08/20/1982	07, 12
DENMARK	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	VA069381995	09/15/1995	VR199506531	09/29/1995	12
DENMARK	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	VA199201179	02/18/1992	VR199401801	03/18/1994	12
DENMARK	WALKER		Tenneco Automotive Operating Company Inc.	38491978	09/12/1978	20531979	07/13/1979	12

Page 67 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
DENMARK	WALKER & Design		Tenneco Automotive Operating Company Inc.	VA198001643	04/14/1980	VR198004414	11/27/1980	008, 012
DOMINICAN REPUBLIC	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	94164	09/25/1996	94164	12/15/1997	07
DOMINICAN REPUBLIC	MONROE		Tenneco Automotive Operating Company Inc.	11214	02/20/1960	11214	03/08/1960	12
DOMINICAN REPUBLIC	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	12632	04/04/1963	12632	04/04/1963	25
DOMINICAN REPUBLIC	MYRIDE		Tenneco Automotive Operating Company Inc.	200743745	12/18/2007	167556	06/16/2008	09
DOMINICAN REPUBLIC	RANCHO		Tenneco Automotive Operating Company Inc.	200741096	11/13/2007	165543	01/29/2008	12
DOMINICAN REPUBLIC	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	81518	09/23/1995	81518	01/15/1996	12

Page 68 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
ECUADOR	AUTOK (Stylized)		Tenneco Automotive Operating Company Inc.	137939	10/06/2003	9452	01/23/2004	37
ECUADOR	AUTOK (Stylized)		Tenneco Automotive Operating Company Inc.	137937	10/06/2003	9450	01/23/2004	42
ECUADOR	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	23823	01/23/1991	297691	11/26/1991	20
ECUADOR	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	71233	08/23/1996	6016	02/11/1998	07
ECUADOR	GAS-MATIC		Tenneco Automotive Operating Company Inc.	291085	11/22/1985	404986	05/21/1986	12

Page 69 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
ECUADOR	MONROE		Tenneco Automotive Operating Company Inc.	161	08/30/1963	342	06/29/1964	12
ECUADOR	MONROE CLUB		Tenneco Automotive Operating Company Inc.	137938	10/06/2003	9451	01/23/2004	35
ECUADOR	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	160	08/30/1963	341-64	06/29/1964	07
ECUADOR	MYRIDE		Tenneco Automotive Operating Company Inc.	192942	12/13/2007	456708	04/08/2008	09
ECUADOR	RANCHO		Tenneco Automotive Operating Company Inc.	65738	09/22/1997	65	12/29/1998	12
ECUADOR	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	178725	12/14/2006	590307	10/09/2007	12
ECUADOR	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	54565	02/23/1995	142-97	02/26/1997	12
ECUADOR	TENNECO		Tenneco Automotive Operating Company Inc.	740	04/15/1982	1365	09/02/1982	07
ECUADOR	TENNECO		Tenneco Automotive Operating Company Inc.	750	04/15/1982	1381	09/02/1982	12
ECUADOR	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	61277	09/22/1995	1278	04/28/1997	12
ECUADOR	WALKER		Tenneco Automotive Operating Company Inc.	IEPI-2015-13799	04/10/2015			07
EGYPT	GAS-MATIC		Tenneco Automotive Operating Company Inc.	65131	01/15/1985	65131	04/14/1988	12
EGYPT	MONROE		Tenneco Automotive Operating Company Inc.	293301	09/30/2013	293301	01/17/2016	12

Page 70 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
EGYPT	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	293300	09/30/2013	293300	02/04/2016	12
EGYPT	MYRIDE		Tenneco Automotive Operating Company Inc.	212047	01/30/2008	212047	01/03/2011	09
EGYPT	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	152131	06/23/2002	152131	04/18/2007	12
EGYPT	TENNECO		Tenneco Automotive Operating Company Inc.	60908	06/14/1982	60908	06/14/1982	07
EGYPT	TENNECO		Tenneco Automotive Operating Company Inc.	60909	06/14/1982	60909	06/14/1982	12
EGYPT	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	97518	09/21/1995	97518	01/16/2002	12
EL SALVADOR	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	E115091	05/27/1991	26Book75	04/21/1998	35

Page 71 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
EL SALVADOR	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	363196	08/23/1996	179Bk60	09/12/1997	07
EL SALVADOR	MONROE		Tenneco Automotive Operating Company Inc.	E7658508	05/21/2008	153Book139	01/21/2009	12
EL SALVADOR	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	None	05/03/1963	11637	10/05/1964	12
EL SALVADOR	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	117995	05/09/1995	157 Book 54	05/26/1997	12
EL SALVADOR	TENNECO		Tenneco Automotive Operating Company Inc.	20060085147	04/25/1994	22Book79	11/08/1996	07
EL SALVADOR	TENNECO		Tenneco Automotive Operating Company Inc.	200600085145	04/25/1994	118L63F237238	11/08/1996	12
EL SALVADOR	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	1995004191	09/22/1995	111L74F223224	01/14/1997	12
EL SALVADOR	WALKER		Tenneco Automotive Operating Company Inc.	E1427332015	04/14/2015	21/271	01/06/2016	07

Page 72 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
ESTONIA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	9601949	10/01/1996	25431	03/27/1998	07
ESTONIA	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	M200001617	10/26/2000	35445	12/19/2001	12
ESTONIA	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	9501099	05/15/1995	22156	01/29/1997	12
ESTONIA	TENNECO		Tenneco Automotive Operating Company Inc.	9303201	03/31/1993	10188	04/22/1994	07, 12
ESTONIA	TENNECO		Tenneco Automotive Operating Company Inc.	9502062	09/22/1995	22924	03/26/1997	06, 12, 16, 21, 35, 37, 39, 41, 42
ESTONIA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	9502061	09/22/1995	22923	03/26/1997	04, 06, 12, 16, 21, 35, 37, 39, 41, 42
EUROPEAN UNION (EUTM & RCD)	ACOCAR		Tenneco Automotive Operating Company Inc.	013884036	03/27/2015	013884036	07/31/2015	12
EUROPEAN UNION (EUTM & RCD)	AIS		Tenneco Automotive Operating Company Inc.	000678755	11/13/1997	000678755	04/06/2001	07, 09, 41

Page 73 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
EUROPEAN UNION (EUTM & RCD)	ALUMINOX (Stylized)		Tenneco Automotive Operating Company Inc.	000154476	04/01/1996	000154476	12/03/1998	7, 12, 39
EUROPEAN UNION (EUTM & RCD)	CLEVEBALL		The Pullman Company	000357467	09/10/1996	000357467	03/16/1999	07, 12, 37
EUROPEAN UNION (EUTM & RCD)	DRIV		Tenneco Automotive Operating Company Inc	013802715	03/06/2015	013802715	07/03/2015	12, 42
EUROPEAN UNION (EUTM & RCD)	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	013645312	01/15/2015	013645312	05/11/2015	07, 25, 42
EUROPEAN UNION (EUTM & RCD)	FONOS MF & Design		Tenneco Automotive Operating Company Inc.	000154492	04/01/1996	000154492	03/29/1999	7, 12, 37, 39
EUROPEAN UNION (EUTM & RCD)	GAS-MATIC		Tenneco Automotive Operating Company Inc.	13084876	07/15/2014	013084876	11/26/2014	12
EUROPEAN UNION (EUTM & RCD)	KINETIC		Kinetic Pty Ltd	980516	04/09/2008	980516	10/29/2009	12, 42

Page 74 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
EUROPEAN UNION (EUTM & RCD)	KINETIC (Logo)		Kinetic Pty Ltd	980515	04/09/2008	980515	10/29/2009	12, 42
EUROPEAN UNION (EUTM & RCD)	MONROE		Tenneco Automotive Operating Company Inc.	003306041	08/11/2003	003306041	03/24/2005	07, 12, 25
EUROPEAN UNION (EUTM & RCD)	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	003309184	08/11/2003	003309184	03/03/2005	7, 12, 25
EUROPEAN UNION (EUTM & RCD)	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	001925890	10/27/2000	001925890	01/14/2002	12
EUROPEAN UNION (EUTM & RCD)	MYRIDE		Tenneco Automotive Operating Company Inc.	006532097	12/06/2007	006532097	11/27/2008	09
EUROPEAN UNION (EUTM & RCD)	QUICK-STRUT		Tenneco Automotive Operating Company Inc.	008447088	07/23/2009	008447088	05/27/2011	12
EUROPEAN UNION (EUTM & RCD)	RANCHO		Tenneco Automotive Operating Company Inc.	006409668	11/06/2007	006409668	10/17/2008	12
EUROPEAN UNION (EUTM & RCD)	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	005524855	12/05/2006	005524855	01/18/2008	12

Page 75 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
EUROPEAN UNION (EUTM & RCD)	SAFETY TRIANGLE & Design (Steering Stopping Stability)		Tenneco Automotive Operating Company Inc.	002572444	02/11/2002	002572444	05/02/2003	12, 41
EUROPEAN UNION (EUTM & RCD)	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	013228771	09/04/2014	013228771	01/22/2015	12
EUROPEAN UNION (EUTM & RCD)	SIGNATURE SOUND		Tenneco Automotive Operating Company Inc.	12581492	02/10/2014	012581492	10/14/2014	07, 09, 12, 42
EUROPEAN UNION (EUTM & RCD)	SOLID SCR		Tenneco Automotive Operating Company Inc.	009862012	04/01/2011	009862012	09/05/2011	7
EUROPEAN UNION (EUTM & RCD)	T.R.U.E.-CLEAN		Tenneco Automotive Operating Company Inc.	007475701	12/09/2008	007475701	07/24/2009	07
EUROPEAN UNION (EUTM & RCD)	TENNECO		Tenneco Automotive Operating Company Inc.	012053542	08/08/2013	012053542	02/18/2014	07, 12, 35, 36, 37, 40, 41, 42
EUROPEAN UNION (EUTM & RCD)	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	012053559	08/08/2013	012053559	02/18/2014	07, 12, 35, 36, 37, 40, 41, 42
EUROPEAN UNION (EUTM & RCD)	THE SIXTH SENSE FOR YOUR DRIVE		Tenneco Automotive Operating Company Inc.	014091193	05/18/2015	014091193	09/21/2015	12, 35, 37
EUROPEAN UNION (EUTM & RCD)	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	12260014	10/28/2013	012260014	03/24/2014	12
EUROPEAN UNION (EUTM & RCD)	WALKER		Tenneco Automotive Operating Company Inc.	011826377	05/17/2013	011826377	12/05/2013	06, 07, 12, 42

Page 76 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
EUROPEAN UNION (EUTM & RCD)	WALKER & Design (New) (black background)		Tenneco Automotive Operating Company Inc.	011826351	05/17/2013	011826351	12/05/2013	06, 07, 12, 42
EUROPEAN UNION (EUTM & RCD)	WALKER ALUMINOX & Design		Tenneco Automotive Operating Company Inc.	000260638	05/24/1996	000260638	03/29/1999	7, 12, 39
EUROPEAN UNION (EUTM & RCD)	XNOX		Tenneco Automotive Operating Company Inc.	009376369	09/15/2010	009376369	02/28/2011	007
FIJI	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	28135	09/04/1996	38970	11/23/1999	06
FIJI	MONROE		Tenneco Automotive Operating Company Inc.	24426	03/08/1993	36221	01/05/1995	22

Page 77 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
FIJI	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	24424	03/08/1993	24424	10/08/1996	22
FIJI	TENNECO		Tenneco Automotive Operating Company Inc.	27169	10/10/1995	38136	09/10/1998	06
FIJI	TENNECO		Tenneco Automotive Operating Company Inc.	27173	10/10/1995	38135	09/25/1998	13
FIJI	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	27175	10/10/1995	38137	10/28/1998	05
FIJI	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	27176	10/10/1995	38138	09/25/1998	06

Page 78 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
FIJI	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	27177	10/10/1995	38134	09/25/1998	13
FINLAND	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	229890	05/02/1990	117366	03/05/1992	12
FINLAND	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	229990	05/02/1990	117367	03/05/1992	012
FINLAND	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	T199701055	03/12/1997	214534	06/30/1999	07
FINLAND	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	T198601950	05/22/1986	103250	02/06/1989	12

Page 79 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
FINLAND	LOAD-LEVELER LEVEL LIGHT & Design		Tenneco Automotive Operating Company Inc.	T198704383	10/20/1987	108440	08/20/1990	12
FINLAND	MONROE		Tenneco Automotive Operating Company Inc.	636384	09/02/1963	43633	12/10/1964	12
FINLAND	MONROE ADVENTURE		Tenneco Automotive Operating Company Inc.	T2OOOO1657	06/07/2000	222313	11/30/2001	12
FINLAND	MONROE FORMULA GP		Tenneco Automotive Operating Company Inc.	252889	05/17/1989	114965	11/20/1991	12
FINLAND	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	200003642	10/31/2000	222989	02/15/2002	12
FINLAND	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	406681	09/10/1981	86674	08/22/1983	12
FINLAND	RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	533871	10/19/1971	63962	06/26/1975	12
FINLAND	TENNECO		Tenneco Automotive Operating Company Inc.	T199505436	09/22/1995	206490	06/30/1997	06, 12, 21, 35, 37, 39, 41, 42
FINLAND	TENNECO		Tenneco Automotive Operating Company Inc.	T198205310	09/24/1982	89390	07/05/1984	07, 12
FINLAND	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	T199505437	09/22/1995	206491	06/30/1997	12

Page 80 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
FINLAND	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	T199200851	02/20/1992	127126	07/20/1993	12
FINLAND	WALKER		Tenneco Automotive Operating Company Inc.	T19784049	09/12/1978	78729	09/07/1981	012
FINLAND	WALKER & Design		Tenneco Automotive Operating Company Inc.	186980	03/31/1980	81638	05/05/1982	8, 12
FRANCE	CONTROL 4		Tenneco Automotive Operating Company Inc.	023161372	04/24/2002	023161372	04/24/2002	12
FRANCE	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	206702	05/02/1990	1739960	05/02/1990	12
FRANCE	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	206703	05/02/1990	1590126	05/02/1990	12

Page 81 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
FRANCE	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	96643898	10/01/1996	96643898	10/01/1996	07
FRANCE	G & Design		Tenneco GmbH	432000	08/09/1977	432000	08/09/1977	07, 12
FRANCE	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	796089	05/14/1986	1354767	05/14/1986	12
FRANCE	KINETIC (Logo)		Kinetic Pty Ltd	3225582	05/16/2003	3225582	05/16/2003	12
FRANCE	LOAD-LEVELER		Tenneco Automotive Operating Company Inc.	073521514	08/28/2007	073521514	08/28/2007	12

Page 82 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
FRANCE	LOAD-LEVELER LEVEL LIGHT & Design		Tenneco Automotive Operating Company Inc.	883745	10/22/1987	1431683	10/22/1987	12
FRANCE	MONROE		Tenneco Automotive Operating Company Inc.	201404	10/27/1975	1328356	10/27/1975	12
FRANCE	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	94523288	06/06/1994	94523288	06/06/1994	12
FRANCE	MONROE ADVENTURE		Tenneco Automotive Operating Company Inc.	003033149	06/07/2000	003033149	06/07/2000	12
FRANCE	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	3062023	11/03/2000	3062023	11/03/2000	12
FRANCE	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	271245	03/06/1978	1489181	03/06/1978	12
FRANCE	RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	1693159	09/13/1991	1693159	09/13/1991	12
FRANCE	TENNECO		Tenneco Automotive Operating Company Inc.	95589254	09/22/1995	95589254	09/22/1995	06, 12
FRANCE	TENNECO		Tenneco Automotive Operating Company Inc.	023140592	01/08/2002	023140592	01/08/2002	07, 12

Page 83 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
FRANCE	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	95589255	09/22/1995	95589255	03/01/1996	06, 12
FRANCE	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	92406564	02/20/1992	92406564	02/20/1992	12
FRANCE	WALKER		Tenneco Automotive Operating Company Inc.	918930	04/07/1988	1459300	04/07/1988	12
FRANCE	WALKER & Design		Tenneco Automotive Operating Company Inc.	918931	04/07/1988	1459301	04/07/1998	012
FRENCH POLYNESIA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.			94523288	06/06/1994
GEORGIA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	01122803	08/29/1996	M8877	04/10/1998	07

Page 84 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
GEORGIA	LOAD-LEVELER LEVEL LIGHT & Design		Tenneco Automotive Operating Company Inc.	698403	01/10/1994	7458	11/11/1997	12
GEORGIA	MONROE		Tenneco Automotive Operating Company Inc.	AM2000015689	10/26/2000	M14160	12/04/2001	07, 12
GEORGIA	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	AM015704	10/30/2000	M14163	12/04/2001	12
GEORGIA	MYRIDE		Tenneco Automotive Operating Company Inc.	AM046174	12/10/2007	M19061	01/28/2009	09
GEORGIA	RANCHO		Tenneco Automotive Operating Company Inc.	AM2000015687	10/26/2000	M14161	12/04/2001	07, 12
GEORGIA	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	AM041143	12/06/2006	M18052	11/13/2007	12
GEORGIA	TENNECO		Tenneco Automotive Operating Company Inc.	00354203	07/31/1996	2346	06/12/1996	07, 12
GEORGIA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	00930603	09/22/1995	3128	09/16/1996	06, 12, 16, 21, 35, 37, 39, 41, 42
GEORGIA	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	00698303	01/10/1994	7457	11/11/1997	12
GEORGIA	WALKER		Tenneco Automotive Operating Company Inc.	AM2000015688	10/26/2000	M14959	01/30/2003	07, 12

Page 85 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
GEORGIA	WALKER		Tenneco Automotive Operating Company Inc.	628203	07/31/1993	8477	02/27/1998	06
GEORGIA	WALKER & Design (New) (black background)		Tenneco Automotive Operating Company Inc.	01099303	07/31/1993	8476	02/07/1998	006
GERMANY	CONTROL 4		Tenneco Automotive Operating Company Inc.	302194274	04/22/2002	302194274	05/06/2002	12
GERMANY	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	M6732012WZ	05/02/1990	1181254	10/02/1991	12
GERMANY	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	M6731912WZ	05/02/1990	1178195	06/24/1991	12

Page 86 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
GERMANY	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	396395732	09/11/1996	39639573	02/04/1997	07
GERMANY	G GILLET (Stylized)		Tenneco GmbH	395240301	06/09/1995	39524030	10/20/1995	07
GERMANY	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	M5853612WZ	05/14/1986	1105271	04/23/1987	12
GERMANY	GILLET		Tenneco GmbH	394049896	12/05/1994	39404989	08/16/1995	07
GERMANY	LOAD-LEVELER		Tenneco Automotive Operating Company Inc.	M19826	06/22/1982	791276	08/02/1992	12
GERMANY	LOAD-LEVELER LEVEL LIGHT & Design		Tenneco Automotive Operating Company Inc.	M6164412WZ	10/22/1987	1124202	07/01/1988	12
GERMANY	MONROE		Tenneco Automotive Operating Company Inc.	M1578510Wz	12/11/1959	744952	01/23/1961	12

Page 87 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
GERMANY	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	M7808312WZ	06/07/1994	2095625	04/26/1995	12
GERMANY	MONROE ADVENTURE		Tenneco Automotive Operating Company Inc.	30041943012	06/02/2000	30041943	10/16/2000	12
GERMANY	MONROE EXPERT SIGN		Tenneco Automotive Operating Company Inc.	M35562/12WZ	03/30/1972	910051	09/24/1973	12
GERMANY	MONROE EXPERT SIGN		Tenneco Automotive Operating Company Inc.	M5198812Wz	09/22/1982	1048175	09/22/1992	12
GERMANY	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	3008082831	11/02/2000	30080828	02/12/2001	12
GERMANY	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	M4434512Wz	03/07/1978	982458	04/25/1988	12
GERMANY	RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	M5032812	09/17/1981	1044486	02/07/1983	12

Page 88 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
GERMANY	TENNECO		Tenneco Automotive Operating Company Inc.	643998	04/21/1982	643998	04/21/1992	07, 12
GERMANY	TENNECO		Tenneco Automotive Operating Company Inc.	T215567WZ	02/03/1982	1050536	07/05/1983	07, 12, 29, 31
GERMANY	TENNECO		Tenneco Automotive Operating Company Inc.	395388422	09/22/1995	39538842	03/26/1997	12
GERMANY	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	395388384	09/22/1995	39538838	03/18/1998	12
GERMANY	THRUSH		Tenneco Automotive Operating Company Inc.	30254231012	11/08/2002	30254231	03/14/2003	012
GERMANY	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	M176412WZ	02/17/1992	2033728	03/31/1993	012
GERMANY	WALKER		Tenneco Automotive Operating Company Inc.	T138277Wz	06/03/1970	891189	03/07/1972	006, 007, 011, 012
GERMANY	WALKER & Design		Tenneco Automotive Operating Company Inc.	T202478Wz	04/02/1980	1013096	04/02/1980	08, 12
GHANA	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	None	04/03/1963	12246	06/03/1963	13
GHANA	TENNECO		Tenneco Automotive Operating Company Inc.	22863	03/15/1983	22863	03/12/1986	07

Page 89 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
GHANA	TENNECO		Tenneco Automotive Operating Company Inc.	29403	12/09/1998	29403	08/22/2003	12
GHANA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	26787	09/22/1995	26787	10/01/2002	12
GREECE	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	100842	10/01/1990	100842	06/17/1994	12
GREECE	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	100843	10/01/1990	100843	06/17/1994	12
GREECE	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	130498	08/29/1996	130498	12/17/1998	07

Page 90 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
GREECE	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	82947	06/13/1986	82947	06/12/1996	12
GREECE	LOAD-LEVELER		Tenneco Automotive Operating Company Inc.	70848	01/19/1982	70848	01/19/1992	12
GREECE	LOAD-LEVELER LEVEL LIGHT & Design		Tenneco Automotive Operating Company Inc.	86993	10/15/1987	86993	10/15/1987	12
GREECE	MONROE ADVENTURE		Tenneco Automotive Operating Company Inc.	145270	09/13/2000	145270	07/17/2003	12
GREECE	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	145677	11/22/2000	145677	06/18/2002	12
GREECE	MYRIDE		Tenneco Automotive Operating Company Inc.	152917	12/13/2007	152917	06/17/2009	09
GREECE	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	70849	01/19/1982	70849	01/19/1992	12
GREECE	RANCHO		Tenneco Automotive Operating Company Inc.	94385	06/28/1989	94385	07/17/1992	12
GREECE	RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	48380	05/08/1972	48380	07/17/1973	12
GREECE	TENNECO		Tenneco Automotive Operating Company Inc.	71663	04/21/1982	71663	04/21/1982	07, 12
GREECE	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	108028	03/04/1992	108028	12/19/1994	012
GREECE	WALKER		Tenneco Automotive Operating Company Inc.	62335	11/23/1978	62335	11/23/1978	12

Page 91 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
GUATEMALA	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	2856	06/06/1991	70516	03/27/1994	12
GUATEMALA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	R0000202009	07/22/1997	093311	01/07/1999	07
GUATEMALA	MONROE		Tenneco Automotive Operating Company Inc.	57440	04/19/1979	20620	05/04/1989	12
GUATEMALA	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	200903387	11/25/1988	60008	01/31/1990	12
GUATEMALA	TENNECO		Tenneco Automotive Operating Company Inc.	71254	09/01/1981	45175	10/10/1983	07
GUATEMALA	TENNECO		Tenneco Automotive Operating Company Inc.	71255	09/01/1981	45177	10/10/1983	12
GUATEMALA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	20063476	09/21/1995	82415	12/23/1996	06

Page 92 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
GUATEMALA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	200903402	09/29/1995	100602	02/01/2000	12
GUATEMALA	WALKER		Tenneco Automotive Operating Company Inc.	2015004361	05/12/2015	215457	06/22/2016	07
GUYANA	GAS-MATIC		Tenneco Automotive Operating Company Inc.	12345A	09/23/1985	12345A	04/08/1987	12
GUYANA	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	941966	03/10/1966	6256A	05/25/1966	12
GUYANA	TENNECO		Tenneco Automotive Operating Company Inc.	A11826	11/12/1982	11826A	11/12/1982	12
GUYANA	TENNECO		Tenneco Automotive Operating Company Inc.	A11825	11/12/1982	11825A	11/12/1982	07
GUYANA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	15138A	09/22/1995	15138A	04/18/2000	12

Page 93 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
HAITI	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	398E	03/31/2009	92Reg173	08/26/2009	12
HONDURAS	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	1096296	10/16/1996	68734	05/12/1997	07
HONDURAS	TENNECO		Tenneco Automotive Operating Company Inc.	Unknown	06/25/1980	40892	10/11/1982	12
HONDURAS	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	877195	09/22/1995	64610	03/15/1996	12
HONDURAS	WALKER		Tenneco Automotive Operating Company Inc.	135592015	04/07/2015	135138	12/10/2015	07

Page 94 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
HONG KONG	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	1166696	09/18/1996	199901817	09/18/1996	07
HONG KONG	MONROE		Tenneco Automotive Operating Company Inc.	9302489	03/17/1993	127431998	12/07/1998	12
HONG KONG	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	9302490	03/17/1993	127441998	12/07/1998	12
HONG KONG	MONROE (In Complex Chinese)		Tenneco Automotive Operating Company Inc.	9812687	09/24/1996	199909114	07/16/1999	12
HONG KONG	MYRIDE		Tenneco Automotive Operating Company Inc.	301010474	12/10/2007	301010474	12/30/2008	09
HONG KONG	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	300773064	12/05/2006	300773064	12/05/2006	12

Page 95 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
HONG KONG	SENSA-TRAC (In Chinese Characters)		Tenneco Automotive Operating Company Inc.	9812688	09/24/1998	2000B01114	01/18/2000	12
HONG KONG	TENNECO		Tenneco Automotive Operating Company Inc.	681983	01/07/1983	19831684	07/26/1983	07
HONG KONG	TENNECO		Tenneco Automotive Operating Company Inc.	68A1983	01/07/1983	19831685	07/26/1983	12
HONG KONG	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	9511907	09/22/1995	018041999	02/11/1999	12
HUNGARY	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	M9200577	01/30/1992	139312	01/30/1992	12

Page 96 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
HUNGARY	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	M9104523	10/18/1991	134290	10/18/1991	12
HUNGARY	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	M9602808	08/27/1996	153622	09/09/1998	07
HUNGARY	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	M9303982	08/27/1993	141199	08/27/1993	12
HUNGARY	LOAD-LEVELER		Tenneco Automotive Operating Company Inc.	M9303979	08/27/1993	142336	02/12/1997	12
HUNGARY	MONROE		Tenneco Automotive Operating Company Inc.	M9104527	10/18/1991	134306	10/18/1991	12
HUNGARY	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	M9104525	10/18/1991	134291	10/18/1991	12
HUNGARY	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	M0005956	11/13/2000	175685	06/10/2003	012

Page 97 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
HUNGARY	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	M9104529	10/18/1991	134293	10/18/1991	12
HUNGARY	RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	M9303980	08/27/1993	142323	02/12/1997	12
HUNGARY	TENNECO		Tenneco Automotive Operating Company Inc.	M8200647	04/08/1992	123938	04/08/1982	01, 02, 04, 05, 07, 12, 16
HUNGARY	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	M9302778	06/10/1993	141507	12/05/1996	12
HUNGARY	WALKER		Tenneco Automotive Operating Company Inc.	400691	09/11/1991	134033	04/20/1993	06
HUNGARY	WALKER & Design		Tenneco Automotive Operating Company Inc.	400591	09/11/1991	134034	04/20/1993	006
ICELAND	GAS-MATIC		Tenneco Automotive Operating Company Inc.	4241984	08/24/1984	1331985	03/25/1985	12
ICELAND	MONROE ADVENTURE		Tenneco Automotive Operating Company Inc.	19902000	06/02/2000	12052000	10/02/2000	12
ICELAND	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	40162000	11/10/2000	1672001	02/01/2001	12
ICELAND	MYRIDE		Tenneco Automotive Operating Company Inc.	42982007	12/10/2007	1762008	01/31/2008	09
ICELAND	RANCHO		Tenneco Automotive Operating Company Inc.	4371989	06/08/1989	8101989	10/04/1989	12
ICELAND	RANCHO SUSPENSION		Tenneco Automotive Operating Company Inc.	4381989	06/08/1989	8111989	10/04/1989	12
ICELAND	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	3201995	02/23/1995	8191995	07/27/1995	12

Page 98 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
ICELAND	TENNECO		Tenneco Automotive Operating Company Inc.	4351981	12/16/1981	1501982	06/28/1982	07, 12
ICELAND	TENNECO		Tenneco Automotive Operating Company Inc.	11711995	09/22/1995	1881996	02/22/1996	12
ICELAND	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	11721995	09/22/1995	1891996	02/22/1996	12
INDIA	DYNOMAX		Tenneco Automotive Operating Company Inc.	1616603	10/31/2007	1616603	03/30/2010	7
INDIA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	733236	09/11/1996			07
INDIA	GAS-MATIC		Tenneco Automotive Operating Company Inc.	463392	11/20/1986	463392	06/13/1995	12
INDIA	MAX-LIFT		Tenneco Automotive Operating Company Inc.	793195	02/27/1998	793195	05/14/2005	12
INDIA	MONROE		Monroe Auto Equipment Company	429074	10/29/1984	429074	10/29/1984	12

Page 99 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
INDIA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	368071	10/30/1980	368071	10/30/1987	12
INDIA	MONROE GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	463391	11/02/1986	463391	11/20/1986	12
INDIA	MONROE SUPER STRUT		Tenneco Automotive Operating Company Inc.	463388	11/20/1986	463388	11/20/1986	12
INDIA	MONRO-MAGNUM		Tenneco Automotive Operating Company Inc.	463390	11/20/1986	463390	11/20/1986	12
INDIA	MYRIDE		Tenneco Automotive Operating Company Inc.	1628467	12/06/2007	1628467	03/31/2009	09
INDIA	PRO-FIT		Tenneco Automotive Operating Company Inc.	788210	01/19/2008	788210	03/03/2007	012
INDIA	QUIET-FLOW		Tenneco Automotive Operating Company Inc.	787795	01/15/1998	787795	01/15/1998	12
INDIA	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	463389	11/20/1986	463389	03/12/1991	12
INDIA	RANCHO		Tenneco Automotive Operating Company Inc.	1619014	11/06/2007	1619014	03/31/2009	12
INDIA	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	681724	09/27/1995	681724	09/27/1995	12
INDIA	SIGNATURE SOUND		Tenneco Automotive Operating Company Inc.	2675480	02/10/2014	2675480	08/11/2016	07, 42
INDIA	SOLID SCR		Tenneco Automotive Operating Company Inc.	2126790	04/07/2011	1129606	11/08/2013	07
INDIA	SOUND SOLUTION		Tenneco Automotive Operating Company Inc.	787797	01/15/1998	787797	01/17/2008	12

Page 100 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
INDIA	T.R.U.E.-CLEAN		Tenneco Automotive Operating Company Inc.	2131337	04/18/2011			7
INDIA	T.R.U.E.-CLEAN		Tenneco Automotive Operating Company Inc.	2122691	03/29/2011	2122691	09/11/2016	12
INDIA	TENNECO		Tenneco Automotive Operating Company Inc.	1417549	01/30/2006	1417549	03/26/2010	07
INDIA	TENNECO		Tenneco Automotive Operating Company Inc.	1417550	01/30/2006	1417550	01/30/2006	12
INDIA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	681162	09/22/1995	681162	01/03/2006	12
INDIA	TRU-FIT		Tenneco Automotive Operating Company Inc.	788211	01/19/1998	788211	03/05/2007	12
INDIA	WALKER		Tenneco Automotive Operating Company Inc.	791735	02/17/1998	791735	09/25/2006	12
INDIA	WALKER & Design (New) (black background)		Tenneco Automotive Operating Company Inc.	791736	02/17/1998	791736	02/17/1998	012
INDIA	XNOX		Tenneco Automotive Operating Company Inc.	2062167	12/01/2010	2062167	01/03/2014	007
INDIA	Z PLUS		Tenneco Automotive Operating Company Inc.	788209	01/19/1998	788209	01/08/2007	012

Page 101 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
INDONESIA	MONROE		Tenneco Automotive Operating Company Inc.	325429	06/23/1992	IDM000362904	01/06/1995	12
INDONESIA	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	None	06/25/1986	IDM000078102	06/25/1986	12
INDONESIA	MYRIDE		Tenneco Automotive Operating Company Inc.	D002008004447	02/19/2008	IDM000219030	10/05/2009	09
INDONESIA	QUICK STRUT & Design		Tenneco Automotive Operating Company Inc.	D002006013573	05/01/2006	IDM000152143	01/07/2008	12
INDONESIA	RANCHO (Re-file)		Tenneco Automotive Operating Company Inc.	D002016044678	09/21/2016			12
INDONESIA	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	D002007001664	01/18/2007	IDM000179965	10/13/2008	12
INDONESIA	TENNECO		Tenneco Automotive Operating Company Inc.	03324	12/07/1982	554307	12/07/1982	07
INDONESIA	TENNECO		Tenneco Automotive Operating Company Inc.	168472	05/17/1982	IDM000394367	12/07/1982	12
INDONESIA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	R002005002900	09/22/1995	IDM00148580	05/30/1996	12
IRAN	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	84030531	05/29/2005	169245	11/18/2009	12, 39

Page 102 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
IRAN	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	84051957	08/16/2005	131675	05/15/2006
IRAN	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	34187	02/19/1964	25434	02/19/1964	12
IRAN	MYRIDE		Tenneco Automotive Operating Company Inc.	86092253	12/17/2007	164717	03/01/2009	09
IRAN	RANCHO		Tenneco Automotive Operating Company Inc.	139350140001024535	09/15/2014	229816	06/27/2015	12
IRAN	TENNECO		Tenneco Automotive Operating Company Inc.	80839	05/24/1982	55348	10/03/1982	07, 12, 29, 31
IRELAND	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	964883	08/22/1996	203083	08/22/1996	07
IRELAND	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	156486	05/16/1986	122505	05/11/1988	12
IRELAND	LOAD-LEVELER LEVEL LIGHT & Design		Tenneco Automotive Operating Company Inc.	125294	10/20/1987	125294	10/20/1987	12
IRELAND	MONROE		Tenneco Automotive Operating Company Inc.	8273	01/11/1973	81578	06/25/1976	12

Page 103 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
IRELAND	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	943283	05/31/1994	166698	04/23/1997	12
IRELAND	MONROE ADVENTURE		Tenneco Automotive Operating Company Inc.	200002039	06/02/2000	218759	06/02/2000	12
IRELAND	MONROE LOAD-LEVELER		Tenneco Automotive Operating Company Inc.	255281	09/09/1981	116038	09/18/1986	12
IRELAND	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	200003996	11/01/2000	222499	09/27/2002	12
IRELAND	MONROE RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	255181	09/09/1981	B116037	09/18/1986	12
IRELAND	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	255381	09/09/1981	B104716	08/03/1984	12
IRELAND	RANCHO		Tenneco Automotive Operating Company Inc.	973421	09/17/1997	208971	02/15/2000	12
IRELAND	TENNECO		Tenneco Automotive Operating Company Inc.	362782	12/20/1982	108252	04/10/1985	07
IRELAND	TENNECO		Tenneco Automotive Operating Company Inc.	964388	07/15/1996	202611	01/07/1999	07
IRELAND	TENNECO		Tenneco Automotive Operating Company Inc.	362982	12/20/1982	108254	04/10/1985	12

Page 104 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
IRELAND	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	964389	07/15/1996	202612	01/07/1999	07
IRELAND	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	956619	09/21/1995	176713	09/21/1995	12
IRELAND	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	90692	02/18/1992	149034	05/19/1994	12
IRELAND	WALKER		Tenneco Automotive Operating Company Inc.	501396	09/02/1996	202546	09/02/1996	07
IRELAND	WALKER & Design		Tenneco Automotive Operating Company Inc.	501496	09/02/1996	202547	09/02/1996	007

Page 105 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
IRELAND	WALKER & Design		Tenneco Automotive Operating Company Inc.	501496	09/02/1996	202547	09/02/1996	007
ISRAEL	GAS-MATIC		Tenneco Automotive Operating Company Inc.	60111	12/19/1984	60111	08/31/1988	12
ISRAEL	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	21684	02/04/1963	21684	02/05/1963	12
ISRAEL	MYRIDE		Tenneco Automotive Operating Company Inc.	206432	12/09/2007	206432	03/12/2009	09
ISRAEL	RANCHO		Tenneco Automotive Operating Company Inc.	115088	09/29/1997	115088	03/08/1999	12
ISRAEL	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	98559	05/12/1995	98559	02/04/1997	12
ISRAEL	TENNECO		Tenneco Automotive Operating Company Inc.	109805	01/21/1997	109805	01/06/1998	07
ISRAEL	TENNECO		Tenneco Automotive Operating Company Inc.	100979	09/22/1995	100979	09/04/1997	12
ISRAEL	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	109806	01/21/1997	109806	01/06/1998	07

Page 106 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
ISRAEL	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	100989	09/22/1995	100989	09/04/1997	12
ITALY	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	MI2010C003201	05/02/1990	0001291246	12/09/1992	12
ITALY	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	MI2010C003198	05/02/1990	0001291244	12/09/1992	12
ITALY	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	MI2006C009007	09/11/1996	0001211837	12/18/1998	07, 12

Page 107 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
ITALY	G & Design		Tenneco GmbH	432000	08/09/1977	432000	08/09/1977	07, 12
ITALY	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	TO2006C001780	05/21/1986	0001235425	05/30/1987	12
ITALY	KINETIC (Stylized) and KINETIC - Series Mark		Kinetic Pty Ltd	829372	02/04/2004	829372	02/04/2004	09, 12
ITALY	LOAD-LEVELER		Tenneco Automotive Operating Company Inc.	MI2002C007117	08/23/1962	0001006441	12/28/1962	12
ITALY	LOAD-LEVELER LEVEL LIGHT & Design		Tenneco Automotive Operating Company Inc.	MI2007C009068	10/22/1987	0001278316	01/25/1989	12
ITALY	MONROE		Tenneco Automotive Operating Company Inc.	MI2010C009839	12/03/1960	1350881	11/05/1980	12

Page 108 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
ITALY	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	MI2004C001112	06/29/1994	0001080422	12/18/1996	12
ITALY	MONROE ADVENTURE		Tenneco Automotive Operating Company Inc.	MI2010C003190	06/06/2000	0001291240	10/27/2003	12
ITALY	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	MI2010C009840	11/21/2000	1350882	11/21/2000	012
ITALY	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	MI2008C000073	03/28/1978	0001289836	08/03/1985	12
ITALY	RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	MI2011C006688	10/23/1971	1460579	05/21/1973	12
ITALY	TENNECO		Tenneco Automotive Operating Company Inc.	MI2010C009847	10/03/1980	1350885	10/01/1986	07, 12
ITALY	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	MI2005C009136	09/22/1995	0001137020	07/17/1998	12
ITALY	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	MI2002C001876	02/26/1992	1474679	12/19/1994	012
ITALY	WALKER		Tenneco Automotive Operating Company Inc.	MI2011C009565	03/22/1972	1464914	04/16/1974	01, 03, 07, 08, 12

Page 109 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
ITALY	WALKER & Design		Tenneco Automotive Operating Company Inc.	MI2010C002969	04/15/1980	0001291127	10/06/1986	008, 012
JAMAICA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	7505	08/29/1996	29204	08/29/1996	07
JAMAICA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	121623	03/16/1993	B26032	03/16/1993	12
JAMAICA	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	671	07/18/1966	11401	07/18/1987	06
JAMAICA	MYRIDE		Tenneco Automotive Operating Company Inc.	51282	12/10/2007	51282	12/10/2007	09
JAMAICA	RANCHO		Tenneco Automotive Operating Company Inc.	51179	11/20/2007	51179	10/06/2008	12

Page 110 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
JAMAICA	SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY)		Tenneco Automotive Operating Company Inc.	50115	04/20/2007	50115	04/20/2007	12, 35
JAMAICA	TENNECO		Tenneco Automotive Operating Company Inc.	7340	01/06/1983	20835	10/11/1985	07
JAMAICA	TENNECO		Tenneco Automotive Operating Company Inc.	12415	01/06/1983	20844	10/14/1985	12
JAMAICA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	12714	09/22/1995	36357	12/01/2000	12
JAPAN	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	2002064431	07/30/2002	4717650	10/10/2003	07
JAPAN	KINETIC		Kinetic Pty Ltd	980516	04/09/2008	980516	05/28/2010	12
JAPAN	KINETIC & KINETIC In Katakana (Logo)		Kinetic Pty Ltd	200343940	05/29/2003	4796793	08/20/2004	12

Page 111 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
JAPAN	KINETIC (Logo)		Kinetic Pty Ltd	200340252	05/16/2003	4798625	08/27/2004	12
JAPAN	KINETIC (Logo)		Kinetic Pty Ltd	980515	04/09/2008	980515	05/28/2010	12
JAPAN	LOAD-LEVELER		Tenneco Automotive Operating Company Inc.	S58055842	06/17/1983	1890216	09/29/1986	12
JAPAN	MONROE		Tenneco Automotive Operating Company Inc.	538037285	04/14/1965	680950	07/14/1965	12
JAPAN	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	3966082	05/12/1982	1867657	06/27/1986	06, 07, 12

Page 112 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
JAPAN	MONROE (In Katakana)		Tenneco Automotive Operating Company Inc.	205631982	03/12/1982	2029327	03/30/1988	06, 07, 12
JAPAN	MYRIDE		Tenneco Automotive Operating Company Inc.	2007122731	12/11/2007	5302691	02/19/2010	12
JAPAN	QUICK STRUT & Design		Tenneco Automotive Operating Company Inc.	2006040350	05/01/2006	4979418	08/18/2006	12
JAPAN	RANCHO		Tenneco Automotive Operating Company Inc.	1037471988	09/12/1988	2375555	01/31/1992	06, 09, 12, 13, 19, 22
JAPAN	RANCHO		Tenneco Automotive Operating Company Inc.	477398	01/22/1998	4334976	11/12/1999	07
JAPAN	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	2006113265	12/07/2006	5044270	04/27/2007	12
JAPAN	RANCHO SUSPENSION		Tenneco Automotive Operating Company Inc.	1037481988	09/12/1988	2682679	06/29/1994	12
JAPAN	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	2528195	03/15/1995	3307883	05/16/1997	12
JAPAN	SIGNATURE SOUND		Tenneco Automotive Operating Company Inc.	201410423	02/13/2014	5688742	07/25/2014	07
JAPAN	SOLID SCR		Tenneco Automotive Operating Company Inc.	201124116	04/06/2011	5464451	01/20/2012	07

Page 113 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
JAPAN	T.R.U.E.-CLEAN		Tenneco Automotive Operating Company Inc.	201124115	04/06/2011	5491901	05/11/2012	07
JAPAN	TENNECO		Tenneco Automotive Operating Company Inc.	71798795	01/29/1982	1818000	10/31/1985	07, 12
JAPAN	TENNECO		Tenneco Automotive Operating Company Inc.	686482	03/29/1982	1760313	04/23/1985	12
JAPAN	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	981421995	09/22/1995	4011686	06/13/1997	06
JAPAN	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	981431995	09/22/1995	4021198	07/04/1997	12
JAPAN	TENNECO & Design (Horizon) (In Katakana)		Tenneco Automotive Operating Company Inc.	981531995	09/22/1995	4021200	07/04/1997	12
JAPAN	TENNECO (In Katakana)		Tenneco Automotive Operating Company Inc.	687082	01/29/1982	1760314	04/23/1985	12

Page 114 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
JAPAN	TENNECO (In Katakana)		Tenneco Automotive Operating Company Inc.	686982	01/29/1982	1818002	10/31/1985	07, 12
JAPAN	THE SIXTH SENSE FOR YOUR DRIVE		Tenneco Automotive Operating Company Inc.	2015047820	05/21/2015	5862971	07/01/2016	35
JAPAN	WALKER		Tenneco Automotive Operating Company Inc.	2251664	05/21/1964	688883	11/05/1965	12
JAPAN	WALKER & Design		Tenneco Automotive Operating Company Inc.	S39-022517	05/21/1964	688884	11/05/1965	012
JAPAN	XNOX		Tenneco Automotive Operating Company Inc.	201077614	10/05/2010	5409647	04/28/2011	07
JORDAN	TENNECO		Tenneco Automotive Operating Company Inc.	39278	09/21/1995	39278	06/01/1996	12
JORDAN	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	39274	09/21/1995	39274	06/01/1996	12
KAZAKHSTAN	GAS-MATIC		Tenneco Automotive Operating Company Inc.	151417	01/31/1992	3672	10/21/1993	12
KAZAKHSTAN	MONROE		Tenneco Automotive Operating Company Inc.	16607	10/24/2000	12917	01/17/2002	07, 12
KAZAKHSTAN	MYRIDE		Tenneco Automotive Operating Company Inc.	41395	12/10/2007	29329	07/15/2009	09

Page 115 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
KAZAKHSTAN	RANCHO		Tenneco Automotive Operating Company Inc.	16606	10/24/2000	12808	12/28/2001	07, 12
KAZAKHSTAN	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	7413	05/05/1995	5746	04/23/1997	12
KAZAKHSTAN	TENNECO		Tenneco Automotive Operating Company Inc.	7851	09/22/1995	6949	05/13/1998	04, 06, 12, 21, 35, 37, 39, 41, 42
KAZAKHSTAN	TENNECO		Tenneco Automotive Operating Company Inc.	1687	08/19/1993	1055	04/05/1995	07, 12
KAZAKHSTAN	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	7853	09/22/1995	6950	05/13/1998	12
KAZAKHSTAN	WALKER		Tenneco Automotive Operating Company Inc.	16608	10/24/2000	12809	12/28/2001	07, 12
KENYA	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	61189	05/15/2007	61189	05/20/2008	12

Page 116 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
KENYA	KINETIC (Stylized) and KINETIC - Series Mark		Kinetic Pty Ltd	829372	02/04/2004	829372	02/04/2004	09, 12
KENYA	MONROE		Tenneco Automotive Operating Company Inc.	61190	05/15/2007	61190	05/18/2009	12
KENYA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	61191	05/15/2007	61191	09/08/2008	12
KENYA	TENNECO		Tenneco Automotive Operating Company Inc.	30583	11/26/1982	30583	11/26/1982	07
KENYA	TENNECO		Tenneco Automotive Operating Company Inc.	30584	11/26/1982	30584	11/26/1982	12
KENYA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	043088	09/22/1995	KET1995043088	08/27/1997	12

Page 117 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
KOSOVO	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	7507	11/05/1991	1396	02/10/1995	12
KOSOVO	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	7206	08/24/1993	1437	06/19/1997	12
KOSOVO	LOAD-LEVELER		Tenneco Automotive Operating Company Inc.	7587	08/24/1993	1538	06/19/1997	12
KOSOVO	MONROE		Tenneco Automotive Operating Company Inc.	6608	10/14/1991	1372	01/10/1995	12
KOSOVO	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	7585	10/14/1991	1537	01/10/1995	12
KOSOVO	MONROE-REFLEX		Tenneco Automotive Operating Company Inc.	7202	11/22/2000	3525	04/22/2004	12
KOSOVO	RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	7195	08/24/1993	1581	06/19/1997	12
KOSOVO	TENNECO		Tenneco Automotive Operating Company Inc.	7628	04/12/1982	3723	03/25/1986	01, 07, 12
KOSOVO	WALKER		Tenneco Automotive Operating Company Inc.	6968a	09/03/1991	13762010	12/13/1994	06
KOSOVO	WALKER		Tenneco Automotive Operating Company Inc.	6970	11/24/1997	14112010	05/31/2010	07

Page 118 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
KOSOVO	WALKER & Design		Tenneco Automotive Operating Company Inc.	6843	09/03/1991	32202011	12/13/1994	06
KOSOVO	WALKER & Design		Tenneco Automotive Operating Company Inc.	6848	11/24/1997	32222011	07/13/2000	07
KUWAIT	GAS-MATIC		Tenneco Automotive Operating Company Inc.	17948	04/30/1985	16788	04/30/1985	12
KUWAIT	MONROE		Tenneco Automotive Operating Company Inc.	12514	09/17/1980	11616	09/17/1980	12
KUWAIT	RANCHO		Tenneco Automotive Operating Company Inc.	160980	12/02/2014	138109	12/02/2014	12
KUWAIT	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	32058	10/07/1995	29899	09/01/1999	12
KUWAIT	TENNECO		Tenneco Automotive Operating Company Inc.	31867	09/20/1995	30052	07/01/1999	12

Page 119 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
KUWAIT	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	31876	09/20/1995	30054	07/01/1999	12
KYRGYZSTAN	MONROE		Tenneco Automotive Operating Company Inc.	200039423	10/24/2000	6044	03/29/2002	07, 12
KYRGYZSTAN	MYRIDE		Tenneco Automotive Operating Company Inc.	200705633	12/17/2007	9011	09/30/2008	09
KYRGYZSTAN	RANCHO		Tenneco Automotive Operating Company Inc.	200039443	10/24/2000	6007	02/28/2002	07, 12
KYRGYZSTAN	TENNECO		Tenneco Automotive Operating Company Inc.	9512473	09/22/1995	3996	09/30/1997	06, 12, 16, 21, 35, 37, 39, 41, 42
KYRGYZSTAN	TENNECO		Tenneco Automotive Operating Company Inc.	9510583	05/19/1995	3492	06/28/1996	07, 12
KYRGYZSTAN	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	9512483	09/22/1995	3997	09/30/1997	04, 06, 12, 16, 21, 35, 37, 39, 41, 42
KYRGYZSTAN	WALKER		Tenneco Automotive Operating Company Inc.	200039433	10/24/2000	6217	07/31/2002	07, 12

Page 120 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
LATVIA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	M961381	09/18/1996	M41877	08/20/1998	07
LATVIA	LOAD-LEVELER LEVEL LIGHT & Design		Tenneco Automotive Operating Company Inc.	M937947	09/02/1993	M34000	10/20/1996	12
LATVIA	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	M001555	10/26/2000	M48623	11/20/2001	12
LATVIA	TENNECO		Tenneco Automotive Operating Company Inc.	M934422	04/30/1993	M15783	06/20/1994	07, 12
LATVIA	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	M937946	09/02/1993	M33846	08/20/1996	012
LATVIA	WALKER		Tenneco Automotive Operating Company Inc.	M963828	06/30/1993	M33930	10/20/1996	06
LATVIA	WALKER & Design (New) (black background)		Tenneco Automotive Operating Company Inc.	M937324	07/16/1993	M33113	06/20/1996	006

Page 121 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
LEBANON	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	754376516	08/24/1995	127968	08/24/1995	12
LEBANON	TENNECO		Tenneco Automotive Operating Company Inc.	66988	09/22/1995	12930	09/22/1995	12
LEBANON	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	66989	09/22/1995	127969	09/22/1995	012
LESOTHO	TENNECO		Tenneco Automotive Operating Company Inc.	LSM9500734	09/22/1995	LSM9500734	09/20/2000	04, 06, 12, 16, 21, 35, 37, 39, 41, 42
LESOTHO	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	LSM9500728	08/23/1995	LSM9500728	03/24/1999	04, 06, 012, 16, 21, 35, 37, 39, 41, 42
LIBERIA	GAS-MATIC		Tenneco Automotive Operating Company Inc.	None	12/06/1984	0015099	12/06/1984	12
LIBERIA	TENNECO		Tenneco Automotive Operating Company Inc.	67822358	06/29/1982	7797475	06/29/1982	07
LIBERIA	TENNECO		Tenneco Automotive Operating Company Inc.	139822603	09/13/1982	001502012	09/13/1982	12
LIBERIA	TENNECO		Tenneco Automotive Operating Company Inc.	22995385	09/22/1995	001502010	09/22/1995	12

Page 122 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
LIBERIA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	22995386	09/22/1995	001512010	09/22/1995	012
LITHUANIA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	962145	09/10/1996	32143	03/08/1999	07
LITHUANIA	GAS-MATIC		Tenneco Automotive Operating Company Inc.	ZP9645	07/16/1993	22854	05/27/1996	12
LITHUANIA	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	20001997	10/27/2000	42864	05/21/2001	12
LITHUANIA	TENNECO		Tenneco Automotive Operating Company Inc.	RL8272	05/28/1993	10139	03/24/1994	07, 12
LITHUANIA	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	ZP9506	07/09/1993	22855	02/05/1997	12
LITHUANIA	WALKER		Tenneco Automotive Operating Company Inc.	11477	09/17/1993	12279	03/20/1997	06

Page 123 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
LITHUANIA	WALKER & Design		Tenneco Automotive Operating Company Inc.	RL11477	09/17/1993	12278	03/20/1997	006
MACAO	TENNECO		Tenneco Automotive Operating Company Inc.	216759	12/18/1987	3392M	07/13/1990	12
MACAO	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	15243M	09/22/1995	15243M	06/06/1997	004, 006, 012, 016, 021, 035, 037, 039, 041, 042
MACEDONIA	LOAD-LEVELER LEVEL LIGHT & Design		Tenneco Automotive Operating Company Inc.	35093	08/11/1993	00145	08/11/1993	12
MACEDONIA	MYRIDE		Tenneco Automotive Operating Company Inc.	TM20071235	12/19/2007	15423	01/13/2009	09
MACEDONIA	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	161280	08/11/1993	00211	08/11/1993	12
MACEDONIA	WALKER		Tenneco Automotive Operating Company Inc.	Z77997	11/24/1997	08070	12/26/2001	07

Page 124 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
MACEDONIA	WALKER & Design		Tenneco Automotive Operating Company Inc.	1019977783	11/24/1997	08071	12/31/2001	07
MALAWI	TENNECO		Tenneco Automotive Operating Company Inc.	40995	09/22/1995	40995	03/05/1997	12
MALAWI	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	41395	09/22/1995	41395	10/11/1996	012
MALAYSIA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	9611497	09/24/1996	96011497	07/20/2006	07
MALAYSIA	MONROE		Tenneco Automotive Operating Company Inc.	MA380284	08/16/1984	84003802	08/16/1991	12

Page 125 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
MALAYSIA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	MA454084	09/25/1984	84004540	09/25/1991	12
MALAYSIA	MONROMATIC		Tenneco Automotive Operating Company Inc.	M39474	03/23/1963	M39474	03/23/1970	12
MALAYSIA	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	272784	06/14/1984	84002727	06/14/1991	12
MALAYSIA	MYRIDE		Tenneco Automotive Operating Company Inc.	07024113	12/07/2007	07024113	08/05/2009	09
MALAYSIA	RANCHO		Tenneco Automotive Operating Company Inc.	9603651	04/10/1996	96003651	12/10/2004	12
MALAYSIA	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	06022099	12/04/2006	06022099	09/10/2008	12
MALAYSIA	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	9504215	05/04/1995	95004215	06/16/1997	12
MALAYSIA	TENNECO		Tenneco Automotive Operating Company Inc.	29383	10/01/1983	8300293	10/01/1983	07
MALAYSIA	TENNECO		Tennessee Gas Pipeline Company	29483	10/01/1983	8300294	10/01/1983	12
MALAYSIA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	95099997	09/23/1995	95009997	08/13/1997	012

Page 126 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
MALAYSIA	WALKER		Tenneco Automotive Operating Company Inc.	2015059947	06/24/2015	2015059947	09/14/2016	07
MALAYSIA	WALKER & Design (New)		Tenneco Automotive Operating Company Inc.	2015059951	06/24/2015	2015059951	03/02/2017	07
MALTA	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	24326	05/08/1995	24326	04/30/1996	12
MALTA	TENNECO		Tenneco Automotive Operating Company Inc.	24787	09/22/1995	24787	09/30/1996	06
MALTA	TENNECO		Tenneco Automotive Operating Company Inc.	15848	08/12/1983	15848	08/12/1983	07
MALTA	TENNECO		Tenneco Automotive Operating Company Inc.	15849	08/12/1983	15849	08/12/1983	12
MALTA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	24790	09/22/1995	24790	07/30/1996	006

Page 127 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
MALTA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	24791	09/22/1995	24791	11/29/1996	012
MEXICO	DESIGN (Bird Head)		Tenneco Automotive Operating Company Inc.	0673621	08/25/2004	882271	05/25/2005	12
MEXICO	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	480510	04/10/2001	792270	05/23/2003	9
MEXICO	DYNOMAX		Tenneco Automotive Operating Company Inc.	861428	06/14/2007	1014313	11/28/2007	07
MEXICO	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	275716	10/02/1996	678057	11/27/2000	07, 11

Page 128 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
MEXICO	ECONO-MATIC		Tenneco Automotive Operating Company Inc.	1044272	10/29/2009	1142560	02/11/2010	12
MEXICO	ERIS		Tenneco Automotive Operating Company Inc.	482017	04/24/2001	727478	12/11/2001	9
MEXICO	EXHAUST MATE & Design		Tenneco Automotive Operating Company Inc.	1126590	10/12/2010	1203608	02/24/2011	06
MEXICO	EXHAUST MATE & Design		Tenneco Automotive Operating Company Inc.	1126589	10/12/2010	1198825	01/26/2011	17
MEXICO	EXHAUST-MATE		Tenneco Automotive Operating Company Inc.	1135777	11/19/2010	1244396	10/17/2011	17
MEXICO	EXHAUST-MATE		Tenneco Automotive Operating Company Inc.	1135779	11/19/2010	1244397	10/17/2011	06
MEXICO	EXHAUST-MATE		Tenneco Automotive Operating Company Inc.	1189622	06/24/2011	1245937	10/19/2011	07
MEXICO	EXPERT PLUS		Tenneco Automotive Operating Company Inc.	928124	04/21/2008	1045757	06/19/2008	35
MEXICO	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	132085	02/04/1992	464201	06/22/1994	12
MEXICO	GAS-MATIC		Tenneco Automotive Operating Company Inc.	124540	10/15/1991	403944	01/20/1992	12

Page 129 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
MEXICO	GRIPPER		Tenneco Automotive Operating Company Inc.	498003	07/25/2001	778395	02/13/2003	07
MEXICO	HUSH THRUSH		Tenneco Automotive Operating Company Inc.	927549	04/17/2008	1070786	11/07/2008	07
MEXICO	LOAD-LEVELER		Tenneco Automotive Operating Company Inc.	124541	10/15/1991	415642	06/05/1992	12
MEXICO	MAD HOT		Tenneco Automotive Operating Company Inc.	1210066	09/08/2011	1267221	02/10/2012	07
MEXICO	MAX-AIR		Tenneco Automotive Operating Company Inc.	152877	09/25/1979	246690	06/25/1980	12
MEXICO	MEGA-CLAMP		Tenneco Automotive Operating Company Inc.	472335	02/22/2001	721685	10/31/2001	06
MEXICO	MONROE		Tenneco Automotive Operating Company Inc.	94665	09/05/1960	111229	12/18/1962	12
MEXICO	MONROE		Tenneco Automotive Operating Company Inc.	1015837	06/25/2009	1111726	07/22/2009	12
MEXICO	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	208933	11/18/1982	284098	02/02/1983	19
MEXICO	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	1015835	06/25/2009	1253188	11/22/2011	12

Page 130 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
MEXICO	MONROE BRAKES		Tenneco Automotive Operating Company Inc.	1116818	09/02/2010	1196771	01/14/2011	12
MEXICO	MONROE BRAKES and Design (New Wing)		Tenneco Automotive Operating Company Inc.	0875449	08/15/2007	1047793	06/30/2008	12
MEXICO	MONROE CERAMICS		Tenneco Automotive Operating Company Inc.	0716848	05/11/2005	891814	07/26/2005	12
MEXICO	MONROE DYNAMICS		Tenneco Automotive Operating Company Inc.	0716849	05/11/2005	891815	07/26/2005	12
MEXICO	MONROE HEAVY DUTY & Design		Tenneco Automotive Operating Company Inc.	597728	04/22/2003	831752	04/21/2004	40
MEXICO	MONROE INVISION		Tenneco Automotive Operating Company Inc.	901191	12/10/2007	1063742	09/30/2008	09
MEXICO	MONROE OESPECTRUM		Tenneco Automotive Operating Company Inc.	1511256	07/30/2014	1501600	12/09/2014	12
MEXICO	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	1511255	07/30/2014	1500517	12/05/2014	12
MEXICO	MONRO-MAGNUM		Tenneco Automotive Operating Company Inc.	132086	02/04/1992	415655	06/05/1992	12
MEXICO	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	124542	10/15/1991	403945	01/20/1992	12

Page 131 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
MEXICO	MONRO-MATIC PLUS		Tenneco Automotive Operating Company Inc.	124204	10/10/1991	405249	02/07/1992	12
MEXICO	MYRIDE		Tenneco Automotive Operating Company Inc.	901935	12/13/2007	1030900	03/18/2008	09
MEXICO	PROSOLUTION		Tenneco Automotive Operating Company Inc.	1301041	08/17/2012	1337794	12/10/2012	12
MEXICO	QUICK STRUT		Tenneco Automotive Operating Company Inc.	0617924	09/05/2003	809751	10/13/2003	12
MEXICO	QUICKLIFT		Tenneco Automotive Operating Company Inc.	1343840	01/29/2013	1371875	05/30/2013	12
MEXICO	QUIETCRAWLER		Tenneco Automotive Operating Company Inc.	1688934	12/07/2015	1622305	03/18/2016	07
MEXICO	RANCHO		Tenneco Automotive Operating Company Inc.	312278	10/27/1997	566837	12/15/1997	12
MEXICO	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	824389	12/11/2006	1034325	04/11/2008	12
MEXICO	RANCHO RS5000 X & Design		Tenneco Automotive Operating Company Inc.	1659738	09/22/2015	1618419	03/02/2016	12
MEXICO	RANCHO RS7000 MT (Stylized)		Tenneco Automotive Operating Company Inc.	1510573	07/28/2014	1563714	08/14/2015	12

Page 132 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
MEXICO	RANCHO RS9000 XL & Design		Tenneco Automotive Operating Company Inc.	1554780	12/02/2014	1589793	11/17/2015	12
MEXICO	RATTLER		Tenneco Automotive Operating Company Inc.	1682468	11/19/2015	1608214	03/22/2016	07
MEXICO	ROCKGEAR		Tenneco Automotive Operating Company Inc.	1383234	06/14/2013	1455393	05/19/2014	012
MEXICO	SAFE & SOUND		Tenneco Automotive Operating Company Inc.	921268	03/14/2008	1043790	05/30/2008	36
MEXICO	SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY)		Tenneco Automotive Operating Company Inc.	0617922	09/05/2003	887629	06/23/2005	12
MEXICO	SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY)		Tenneco Automotive Operating Company Inc.	617923	09/05/2003	816018	12/04/2003	35
MEXICO	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	124543	10/15/1991	403946	01/20/1992	12

Page 133 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
MEXICO	SIGNATURE SOUND		Tenneco Automotive Operating Company Inc.	1456026	02/11/2014	1544732	06/08/2015	07
MEXICO	STARLA		Tenneco Automotive Operating Company Inc.	0948268	07/17/2008	1087001	02/24/2009	07
MEXICO	STRUT-MATE		Tenneco Automotive Operating Company Inc.	124544	10/15/1991	403947	01/20/1992	12
MEXICO	T.R.U.E.-CLEAN		Tenneco Automotive Operating Company Inc.	1166926	03/29/2011	1230031	07/27/2011	07
MEXICO	TECH-FIT		Tenneco Automotive Operating Company Inc.	1402342	08/12/2013	1415342	11/28/2013	37
MEXICO	TENNECO		Tenneco Automotive Operating Company Inc.	206765	12/09/1976	206765	12/09/1976	06, 12, 22
MEXICO	TENNECO		Tenneco Automotive Operating Company Inc.	107156	12/09/1976	216989	08/21/1978	07, 08, 09, 11, 12, 16, 20, 21
MEXICO	TENNECO		Tenneco Automotive Operating Company Inc.	1015832	06/25/2009	1159896	05/25/2010	12
MEXICO	TENNECO		Tenneco Automotive Operating Company Inc.	243771	09/22/1995	542719	02/27/1997	12
MEXICO	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	1015827	06/25/2009	1127606	10/27/2009	012

Page 134 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
MEXICO	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	243768	09/22/1995	513406	12/15/1995	012
MEXICO	TENNECO T3CHTOUR & Design		Tenneco Automotive Operating Company Inc.	1000976	04/14/2009	1114811	08/12/2009	041
MEXICO	TENNECO TECHNOLOGY TOUR		Tenneco Automotive Operating Company Inc.	1000978	04/14/2009	1115384	08/14/2009	041
MEXICO	THIS BIRD IS LOUD AND PROUD		Tenneco Automotive Operating Company Inc.	1682473	11/19/2015	1602696	01/13/2016	07
MEXICO	THRUSH		Tenneco Automotive Operating Company Inc.	0672719	08/19/2004	851951	09/21/2004	012
MEXICO	TOTAL SOLUTIONS		Tenneco Automotive Operating Company Inc.	0802268	08/24/2006	958799	10/24/2006	012
MEXICO	TOTALLY WET		Tenneco Automotive Operating Company Inc.	820872	11/22/2006	984758	05/22/2007	003
MEXICO	TRU-FIT		Tenneco Automotive Operating Company Inc.	922591	03/26/2008	1103161	05/29/2009	007
MEXICO	ULTRA FLO		Tenneco Automotive Operating Company Inc.	856334	05/23/2007	994128	07/23/2007	007
MEXICO	VINTAGE SOUND...TODAY’S POWER		Tenneco Automotive Operating Company Inc.	931523	05/06/2008	1051935	07/31/2008	007

Page 135 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
MEXICO	WALKER		Tenneco Automotive Operating Company Inc.	107593	09/24/2001	920947	02/24/2006	12
MEXICO	WALKER		Tenneco Automotive Operating Company Inc.	126002	11/04/1991	429866	01/25/1993	08
MEXICO	WALKER		Tenneco Automotive Operating Company Inc.	128819	12/11/1991	407520	03/10/1992	06
MEXICO	WALKER & Design		Tenneco Automotive Operating Company Inc.	128820	12/11/1991	466216	07/12/1994	006
MEXICO	WALKER & Design		Tenneco Automotive Operating Company Inc.	126003	11/04/1991	470108	08/18/1994	008
MEXICO	WALKER & Design		Tenneco Automotive Operating Company Inc.	107592	02/28/1991	521707	04/30/1996	012

Page 136 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
MEXICO	WALKER & Design (New) (black background)		Tenneco Automotive Operating Company Inc.	1428108	10/31/2013	1508277	01/22/2015	07
MEXICO	WALKER & Design (New) (black background)		Tenneco Automotive Operating Company Inc.	1427547	10/30/2013	1442187	03/24/2014	40
MEXICO	WALKER HEAVY DUTY & Design		Tenneco Automotive Operating Company Inc.	597726	04/22/2003	796648	06/25/2003	40
MEXICO	WALKER HEAVY DUTY MONROE & Design		Tenneco Automotive Operating Company Inc.	597727	04/22/2003	831751	04/21/2004	040
MEXICO	WALKER INVISION		Tenneco Automotive Operating Company Inc.	0919234	03/07/2008	1063964	09/30/2008	009

Page 137 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
MEXICO	XNOX		Tenneco Automotive Operating Company Inc.	1139345	12/02/2010	1248988	11/07/2011	007
MOLDOVA	GAS-MATIC		Tenneco Automotive Operating Company Inc.	003824	12/28/1994	2R4128	10/15/1996	12
MOLDOVA	MONROE		Tenneco Automotive Operating Company Inc.	009717	10/25/2000	R8183	08/06/2001	07, 12
MOLDOVA	MYRIDE		Tenneco Automotive Operating Company Inc.	022498	12/10/2007	17910	04/10/2009	09
MOLDOVA	RANCHO		Tenneco Automotive Operating Company Inc.	009719	10/25/2000	R8233	09/03/2001	07, 12
MOLDOVA	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	020438	12/05/2006	16337	04/21/2008	12
MOLDOVA	TENNECO		Tenneco Automotive Operating Company Inc.	186	09/15/1993	R57	04/08/1994	07, 12
MOLDOVA	TENNECO		Tenneco Automotive Operating Company Inc.	004917	09/22/1995	2R4731	06/05/1997	12
MOLDOVA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	004919	09/22/1995	2R4732	06/05/1997	012
MOLDOVA	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	001161	04/12/1994	2R3643	03/21/1996	12
MOLDOVA	WALKER		Tenneco Automotive Operating Company Inc.	009718	10/25/2000	8306	10/04/2001	07, 12
MONACO	TENNECO		Tenneco Automotive Operating Company Inc.	016576	09/22/1995	R9516512	09/22/1995	06, 12

Page 138 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
MONACO	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	16577	09/22/1995	R9516513	11/03/1995	006, 012
MONTENEGRO	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	Z19912194	11/05/1991	04036PP	02/10/1995	12
MONTENEGRO	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	Z19912151	10/31/1991	04040PP	01/12/1995	12
MONTENEGRO	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	Z1993559	08/24/1993	02370PP	06/19/1997	12
MONTENEGRO	LOAD-LEVELER		Tenneco Automotive Operating Company Inc.	Z19930561	08/24/1993	02340PP	06/19/1997	12
MONTENEGRO	MONROE		Tenneco Automotive Operating Company Inc.	Z19912045	10/14/1991	04048PP	01/10/1995	12

Page 139 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
MONTENEGRO	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	Z19910244	10/14/1991	04041PP	01/10/1995	12
MONTENEGRO	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	Z20001062	11/22/2000	46991	04/22/2004	12
MONTENEGRO	MYRIDE		Tenneco Automotive Operating Company Inc.	Z2008971	11/05/2008	02572	08/16/2011	09
MONTENEGRO	RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	Z19930560	08/24/1993	02338PP	06/19/1997	12
MONTENEGRO	TENNECO		Tenneco Automotive Operating Company Inc.	Z1982181	04/12/1982	02337PP	03/25/1986	01, 07, 12
MONTENEGRO	WALKER		Tenneco Automotive Operating Company Inc.	Z19911785	09/03/1991	02208PP	12/13/1994	006
MONTENEGRO	WALKER		Tenneco Automotive Operating Company Inc.	27316660	11/24/1997	02727PP	07/13/2000	007
MONTENEGRO	WALKER & Design		Tenneco Automotive Operating Company Inc.	Z19911784	09/03/1991	02771PP	12/13/1994	006

Page 140 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
MONTENEGRO	WALKER & Design		Tenneco Automotive Operating Company Inc.	27326661	11/24/1997	02728PP	07/13/2000	007
MOROCCO	GAS-MATIC		Tenneco Automotive Operating Company Inc.	35713	12/28/1984	93804	12/28/1984	12
MOROCCO	KINETIC (Stylized) and KINETIC - Series Mark		Kinetic Pty Ltd	829372	02/04/2004	829372	02/04/2004	09, 12
MOROCCO	MONROE		Tenneco Automotive Operating Company Inc.	PV16	12/10/1959	67480	12/10/1959	12
MOROCCO	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	56879	06/14/1995	568791R	06/14/1995	12
MOROCCO	TENNECO		Tenneco Automotive Operating Company Inc.	32224	05/03/1982	32224	05/03/1982	01, 02, 04, 05, 07, 12, 16, 29, 31
MOROCCO	TENNECO		Tenneco Automotive Operating Company Inc.	57529	09/22/1995	57529	10/11/1995	06, 21, 35, 37, 39, 41, 42

Page 141 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
MOROCCO	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	57528	09/22/1995	57528	10/11/1995	004, 006, 012, 016, 021, 035, 037, 039, 041, 042
MOZAMBIQUE	MONROE		Tenneco Automotive Operating Company Inc.	4752000	03/22/2000	36382000	06/14/2002	12
MOZAMBIQUE	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	4762000	03/22/2000	36392000	06/14/2002	12
MYANMAR	TENNECO		Tenneco Automotive Operating Company Inc.	498897	09/18/1997	93812012	10/06/1997	04, 06, 12, 16, 21, 35, 37, 39, 41, 42
MYANMAR	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	41581995	09/22/1995	109442013	09/22/1995	006, 012, 016, 021
NEPAL	TENNECO		Tenneco Automotive Operating Company Inc.	Unknown	09/22/1995	11245052	12/24/1995	12

Page 142 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
NEPAL	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	na	09/22/1995	11255052	12/17/1995	012
NEW ZEALAND	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	266774	09/09/1996	266774	05/22/1997	12
NEW ZEALAND	DNX		Tenneco Automotive Operating Company Inc.	683165	07/18/2003	683165	01/13/2005	07
NEW ZEALAND	DNX		Tenneco Automotive Operating Company Inc.	683166	07/18/2003	683166	01/13/2005	12
NEW ZEALAND	DNX & Design		Tenneco Automotive Operating Company Inc.	683168	07/18/2003	683168	01/13/2005	07
NEW ZEALAND	DNX & Design		Tenneco Automotive Operating Company Inc.	683169	07/18/2003	683169	01/13/2005	12
NEW ZEALAND	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	266178	08/22/1996	266178	03/18/1997	07

Page 143 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
NEW ZEALAND	GAS RISER		Tenneco Automotive Operating Company Inc.	228300	07/07/1993	228300	07/07/1993	12
NEW ZEALAND	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	225150	02/25/1993	225150	02/25/1993	12
NEW ZEALAND	GAS-MATIC		MONROE AUSTRALIA PTY LTD	162759	12/19/1985	162759	08/14/1992	12
NEW ZEALAND	HIRISER & Design		Tenneco Automotive Operating Company Inc.	152686	05/11/1984	152686	07/18/1988	12
NEW ZEALAND	KINETIC		Kinetic Pty Ltd	707727	02/04/2004	707727	02/04/2004	12
NEW ZEALAND	MAX LIFT		Tenneco Automotive Operating Company Inc.	209817	04/29/1991	209817	04/29/1991	12
NEW ZEALAND	MAX-AIR		Tenneco Automotive Operating Company Inc.	137073	05/07/1981	B137073	04/02/1984	12
NEW ZEALAND	MONROE		Tenneco Automotive Operating Company Inc.	136855	04/22/1981	136855	04/22/1981	12
NEW ZEALAND	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	137072	05/07/1981	137072	05/07/1981	12
NEW ZEALAND	MONROE ARMSTRONG		Tenneco Automotive Operating Company Inc.	623853	09/25/2000	623853	09/09/2002	12
NEW ZEALAND	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	625820	10/26/2000	625820	02/05/2002	12

Page 144 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
NEW ZEALAND	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	137071	05/07/1981	137071	05/07/1981	12
NEW ZEALAND	MYRIDE		Tenneco Automotive Operating Company Inc.	780913	12/06/2007	780913	06/12/2008	09
NEW ZEALAND	QUICK STRUT & Design		Tenneco Automotive Operating Company Inc.	746977	04/27/2006	746977	11/02/2006	12
NEW ZEALAND	RANCHO		Tenneco Automotive Operating Company Inc.	779138	11/07/2007	779138	08/12/2008	12
NEW ZEALAND	SAFETY TRIANGLE & Design (BRAKES TYRES SHOCK ABSORBERS)		Tenneco Automotive Operating Company Inc.	710411	03/31/2004	710411	09/30/2004	12
NEW ZEALAND	SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY)		Tenneco Automotive Operating Company Inc.	817879	12/24/2009	817879	06/24/2010	12
NEW ZEALAND	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	246070	02/22/1995	246070	02/04/1997	12

Page 145 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
NEW ZEALAND	STRUT-MATE		Tenneco Automotive Operating Company Inc.	208819	03/13/1991	208819	03/13/1991	12
NEW ZEALAND	TENNECO		Tenneco Automotive Operating Company Inc.	145944	02/11/1983	145944	08/30/1988	07
NEW ZEALAND	TENNECO		Tenneco Automotive Operating Company Inc.	145945	02/11/1983	145945	08/30/1988	12
NEW ZEALAND	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	253792	09/21/1995	253792	07/08/1997	012
NEW ZEALAND	WALKER & Design		Tenneco Automotive Operating Company Inc.	B270227	11/29/1996	270227	08/26/1998	07
NICARAGUA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	9603510	10/03/1996	R35106CC	09/01/1997	07
NICARAGUA	MONROE		Tenneco Automotive Operating Company Inc.	990569	02/23/1960	10493	07/26/1960	12

Page 146 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
NICARAGUA	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	None	02/20/1963	13246	04/10/1964	12
NICARAGUA	TENNECO		Tenneco Automotive Operating Company Inc.	6620	08/11/1982	R14733CC	12/03/1982	12
NICARAGUA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	9502756	09/22/1995	35924CC	11/27/1997	012
NICARAGUA	WALKER		Tenneco Automotive Operating Company Inc.	2015001283	04/16/2015	2015111829LM	10/26/2015	07
NIGERIA	GAS-MATIC		Tenneco Automotive Operating Company Inc.	4654385	02/21/1985	46543	02/21/1985	12
NIGERIA	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	312634	03/21/1977	14307	03/21/1991	13
NIGERIA	TENNECO		Tenneco Automotive Operating Company Inc.	43402	02/18/1983	43402	02/18/1983	07
NIGERIA	TENNECO		Tenneco Automotive Operating Company Inc.	43403834	12/18/1983	43403	12/18/1983	12
NIGERIA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	TP25078	09/22/1995	65899	06/07/2005	012

Page 147 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
NORWAY	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	19902253	05/02/1990	147682	11/21/1991	12
NORWAY	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	200102356	02/20/2001	211506	11/01/2001	12
NORWAY	GAS-MATIC		Tenneco Automotive Operating Company Inc.	842973	08/29/1984	121997	08/22/1985	12
NORWAY	LOAD-LEVELER LEVEL LIGHT & Design		Tenneco Automotive Operating Company Inc.	19874338	10/23/1987	143392	11/22/1990	12
NORWAY	MONROE		Tenneco Automotive Operating Company Inc.	80291	08/28/1963	63171	01/03/1964	12
NORWAY	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	943102	06/02/1994	169972	11/02/1995	12
NORWAY	MONROE ADVENTURE		Tenneco Automotive Operating Company Inc.	200006483	06/06/2000	207996	04/19/2001	12

Page 148 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
NORWAY	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	200013071	10/25/2000	217755	02/20/2003	12
NORWAY	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	812475	09/10/1981	116112	03/29/1984	12
NORWAY	RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	110874	05/09/1972	86278	11/02/1972	12
NORWAY	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	19951200	02/22/1995	176620	09/05/1996	12
NORWAY	T.R.U.E.-CLEAN		Tenneco Automotive Operating Company Inc.	201107430	06/27/2011	262669	11/23/2011	07
NORWAY	TENNECO		Tenneco Automotive Operating Company Inc.	19821136	04/13/1982	115178	12/22/1983	07, 12
NORWAY	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	955870	09/22/1995	178127	11/21/1996	004, 006, 012, 016, 021, 035, 037, 039, 041, 042
NORWAY	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	9920892	02/24/1992	167915	05/24/1995	012
NORWAY	WALKER & Design		Tenneco Automotive Operating Company Inc.	19800966	04/01/1980	116561	05/10/1984	008
NORWAY	XNOX		Tenneco Automotive Operating Company Inc.	201103502	03/25/2011	261540	09/16/2011	07

Page 149 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
OAPI	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	3200901799	09/15/2009	62634	06/30/2010	12
OAPI	GAS-MATIC		Tenneco Automotive Operating Company Inc.	75233	01/15/1985	25166	01/25/1985	12
OAPI	MONROE		Tenneco Automotive Operating Company Inc.	3200901797	09/15/2009	62632	06/30/2010	12
OAPI	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	3200901798	09/15/2009	62633	06/30/2010	12
OAPI	RANCHO		Tenneco Automotive Operating Company Inc.	3200901822	09/18/2009	64722	12/15/2010	12
OAPI	RANCHO & Design		Tenneco Automotive Operating Company Inc.	3200901849	09/18/2009	62678	06/30/2010	12
OAPI	TENNECO		Tenneco Automotive Operating Company Inc.	84971	09/22/1995	35496	09/22/1995	04, 06, 12, 16, 21

Page 150 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
OAPI	TENNECO		Tenneco Automotive Operating Company Inc.	73209	11/01/1982	23160	11/01/1982	07, 12
OAPI	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	84970	09/22/1995	35495	10/09/1996	04, 06, 12, 16, 21
OAPI	WALKER		Tenneco Automotive Operating Company Inc.	3200902253	11/04/2009	62983	07/15/2010	06, 07, 12
OAPI	WALKER & Design		Tenneco Automotive Operating Company Inc.	3200902252	11/04/2009	62982	07/15/2010	06, 07, 12
OMAN	MYRIDE		Tenneco Automotive Operating Company Inc.	48318	12/24/2007	48318	11/16/2008	09
OMAN	RANCHO		Tenneco Automotive Operating Company Inc.	47714	11/10/2007	47714	08/26/2008	12
OMAN	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	11565	05/08/1995	11565	04/23/2002	12
OMAN	TENNECO		Tenneco Automotive Operating Company Inc.	5766	07/09/1991	5766	12/28/2003	07
OMAN	TENNECO		Tenneco Automotive Operating Company Inc.	5767	07/09/1991	5767	12/28/2003	12

Page 151 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
OMAN	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	12245	09/20/1995	12245	06/26/2004	012
PAKISTAN	MONROE		Tenneco Automotive Operating Company Inc.	82828	05/03/1984	82828	01/21/1986	12
PAKISTAN	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	72873	11/09/1980	72873	11/09/1987	12
PAKISTAN	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	43261	04/08/1965	43261	04/11/1968	12
PAKISTAN	MYRIDE		Tenneco Automotive Operating Company Inc.	244432	12/07/2007	244432	01/25/2012	09
PAKISTAN	RANCHO		Tenneco Automotive Operating Company Inc.	243298	11/07/2007	243298	10/21/2011	12
PAKISTAN	TENNECO		Tenneco Automotive Operating Company Inc.	96072	10/15/1987	96072	10/15/1987	12
PAKISTAN	TENNECO		Tenneco Automotive Operating Company Inc.	96069	10/15/1987	96069	10/15/1987	07

Page 152 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
PAKISTAN	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	132328	10/08/1995	132328	04/19/2000	12
PANAMA	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	057496	07/21/1991	57496	04/18/1994	12
PANAMA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	90884	10/29/1997	90884	10/29/1997	07
PANAMA	MONROE		Tenneco Automotive Operating Company Inc.	2304801	06/28/1978	23048	02/23/1979	12
PANAMA	RANCHO		Tenneco Automotive Operating Company Inc.	90886	10/29/1997	90886	06/14/1999	12
PANAMA	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	15829801	01/15/2007	14089	09/17/2007	12
PANAMA	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	200627633	10/19/1995	077890	11/12/1996	12

Page 153 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
PANAMA	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	200627632	10/19/1995	077889	11/12/1996	12
PANAMA	TENNECO		Tenneco Automotive Operating Company Inc.	198666	12/23/1969	67636	02/18/1971	07
PANAMA	TENNECO		Tenneco Automotive Operating Company Inc.	34907	01/26/1984	34907	10/15/1984	12
PANAMA	TENNECO		Tenneco Automotive Operating Company Inc.	38872	07/09/1985	38872	06/30/1986	12
PANAMA	WALKER		Tenneco Automotive Operating Company Inc.	240669	05/12/2015	240669	11/23/2015	07
PAPUA NEW GUINEA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	59719	09/04/1996	A59719	09/04/1996	07
PAPUA NEW GUINEA	MONROE		Tenneco Automotive Operating Company Inc.	57619	03/09/1993	57619	03/09/1993	12
PAPUA NEW GUINEA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	57620	03/09/1993	B57620	03/09/1993	12
PAPUA NEW GUINEA	TENNECO		Tenneco Automotive Operating Company Inc.	59061	09/25/1995	A59061	09/25/1995	12

Page 154 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
PAPUA NEW GUINEA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	59051	09/25/1995	A59051	08/06/1997	012
PARAGUAY	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	728789	08/23/1996	312914	08/19/1997	07
PARAGUAY	FRIC-ROT		Fric-Rot S.A.I.C.	199824493	10/29/1998	376289	02/27/2013	12
PARAGUAY	GAS-MATIC		Tenneco Automotive Operating Company Inc.	01434	10/14/1985	299914	04/19/1996	12
PARAGUAY	MONROE		Tenneco Automotive Operating Company Inc.	1487	09/11/1963	271561	08/10/1964	12
PARAGUAY	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	437	03/20/1963	270566	12/28/1963	12
PARAGUAY	MYRIDE		Tenneco Automotive Operating Company Inc.	00191	01/04/2008	324386	09/30/2009	09
PARAGUAY	RANCHO SUSPENSION & Design		Tenneco Automotive Operating Company Inc.	23136		321371	09/22/1998	12

Page 155 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
PARAGUAY	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	29815	02/23/1995	287333	12/27/1995	12
PARAGUAY	TENNECO		Tenneco Automotive Operating Company Inc.	Unknown	04/01/1982	255528	10/27/1982	07
PARAGUAY	TENNECO		Tenneco Automotive Operating Company Inc.	104114	04/01/1982	255460	10/27/1982	12
PARAGUAY	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	19580	09/22/1995	294096	11/26/1996	012
PARAGUAY	WALKER		Tenneco Automotive Operating Company Inc.	151082015	04/08/2015			07
PERU	AUTOK (Stylized)		Tenneco Automotive Operating Company Inc.	195856	11/17/2003	00035379	05/21/2004	037
PERU	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	183184	03/27/1991	92783	08/21/1991	12

Page 156 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
PERU	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	020644	09/09/1996	36320	06/09/1997	07
PERU	GAS-MATIC		Tenneco Automotive Operating Company Inc.	095357	10/17/1985	0061013	03/19/1986	12
PERU	MONROE		Tenneco Automotive Operating Company Inc.	166186	03/11/1960	35234	03/11/1960	12
PERU	MONROE CLUB		Tenneco Automotive Operating Company Inc.	195858	11/17/2003	00035380	05/21/2004	35
PERU	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	114982	02/23/1963	17445	02/23/1963	12
PERU	MYRIDE		Tenneco Automotive Operating Company Inc.	03442182008	02/12/2008	00140535	07/21/2008	09
PERU	RANCHO		Tenneco Automotive Operating Company Inc.	5650	05/14/1996	26817	07/01/1996	12
PERU	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	03010952006	12/26/2006	00125913	03/30/2007	12
PERU	TENNECO		Tenneco Automotive Operating Company Inc.	58867	07/14/1982	46739	12/09/1982	07
PERU	TENNECO		Tenneco Automotive Operating Company Inc.	58866	07/14/1982	46738	12/09/1982	12

Page 157 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
PERU	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	279756	09/22/1995	24861	04/08/1996	12
PHILIPPINES	MONROE		Tenneco Automotive Operating Company Inc.	42008014690	12/04/2008	42008014690	11/19/2009	12
PHILIPPINES	MONRO-MATIC (Refile)		Tenneco Automotive Operating Company Inc.	42012000445	01/11/2012	42012000445	04/12/2012	12
PHILIPPINES	MYRIDE		Tenneco Automotive Operating Company Inc.	042007013692	12/12/2007	42007013692	09/22/2012	09
PHILIPPINES	RANCHO		Tenneco Automotive Operating Company Inc.	42009006176	06/23/2009	42009006176	12/09/2010	12
PHILIPPINES	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	42006500513	12/06/2006	42006500513	01/21/2010	12
PHILIPPINES	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	42006005008	05/11/2006	42006005008	11/10/2008	12
PHILIPPINES	TENNECO		Tenneco Automotive Operating Company Inc.	42007005425	05/29/2007	42007005425	09/01/2011	12
PHILIPPINES	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	41996105061	01/04/1996	41996105061	04/16/2004	012

Page 158 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
POLAND	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	Z106188	02/18/1992	R80625	02/20/1995	12
POLAND	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	Z106189	02/18/1992	R80478	01/30/1995	12
POLAND	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	Z165125	10/08/1996	115129	04/21/2000	07
POLAND	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	Z126986	11/23/1993	R84445	08/16/1995	12
POLAND	GAS-MATIC		Tenneco Automotive Operating Company Inc.	Z104934	01/10/1992	R77305	06/16/1994	12
POLAND	MONROE		Tenneco Automotive Operating Company Inc.	Z105003	01/13/1992	R76862	05/19/1994	12

Page 159 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
POLAND	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	Z105001	01/13/1992	R76860	01/13/1992	12
POLAND	MONROE ADVENTURE		Tenneco Automotive Operating Company Inc.	219424	06/05/2000	157178	07/28/2005	12
POLAND	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	Z227491	11/20/2000	153264	11/17/2004	12
POLAND	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	Z105002	01/13/1992	R76861	05/19/1994	12
POLAND	RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	Z126987	11/23/1993	R86720	10/25/1995	012
POLAND	TENNECO		Tenneco Automotive Operating Company Inc.	Z80511	06/03/1982	R59304	06/03/1982	07, 12
POLAND	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	Z121898	05/28/1993	R93971	04/24/1997	12
POLAND	WALKER		Tenneco Automotive Operating Company Inc.	Z102059	09/23/1991	74408	10/14/1993	06
POLAND	WALKER & Design		Tenneco Automotive Operating Company Inc.	Z102057	09/23/1991	74407	02/15/1994	06

Page 160 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
PORTUGAL	AUTOK (Stylized) (Establishment Insignia)		TENNECO AUTOMOTIVE PORTUGAL COMP. PARA AUTO.,S.A.	13517	07/04/2001	13517	11/18/2002
PORTUGAL	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	286946	10/26/1992	286946	07/12/1994	12
PORTUGAL	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	319170V	09/11/1996	319170	06/09/1997	07
PORTUGAL	FONOS ALUMINOX PRO		Tenneco Automotive Operating Company Inc.	386070	11/22/2004	386070	11/15/2006	07
PORTUGAL	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	235194	05/27/1986	235194	12/05/1991	12
PORTUGAL	GAS-MATIC		Tenneco Automotive Operating Company Inc.	226950G	09/28/1984	226950	06/15/1990	12

Page 161 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
PORTUGAL	KINETIC (Stylized) and KINETIC - Series Mark		Kinetic Pty Ltd	829372	02/04/2004	829372	02/04/2004	09, 12
PORTUGAL	MONROE		Tenneco Automotive Operating Company Inc.	163088S	12/15/1959	163088S	10/13/1960	12
PORTUGAL	MONROE ADVENTURE		Tenneco Automotive Operating Company Inc.	347598	06/19/2000	347598	06/04/2001	12
PORTUGAL	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	351023H	11/02/2000	351023	10/17/2001	12
PORTUGAL	RANCHO		Tenneco Automotive Operating Company Inc.	326785	10/24/1997	326785	05/12/1998	12
PORTUGAL	TENNECO		Tenneco Automotive Operating Company Inc.	216758	06/24/1982	216758	04/18/1989	07
PORTUGAL	TENNECO		Tenneco Automotive Operating Company Inc.	216759	06/24/1982	216759	04/18/1989	12
PORTUGAL	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	312666	09/22/1995	312666	01/15/1997	004, 006, 012, 016, 021, 035, 037, 039, 41, 042
PORTUGAL	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	281049	03/06/1992	281049	11/25/1993	12
PORTUGAL	WALKER		Tenneco Automotive Operating Company Inc.	200010	10/09/1978	200010	10/30/1987	12

Page 162 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
PORTUGAL	WALKER & Design		Tenneco Automotive Operating Company Inc.	207206	06/12/1980	207206	12/29/1987	08
PORTUGAL	WALKER & Design		Tenneco Automotive Operating Company Inc.	207207	06/12/1980	207207	12/29/1987	12
PUERTO RICO	MONROE		Tenneco Automotive Operating Company Inc.	163	10/13/1961	12044	01/05/1962	12
PUERTO RICO	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	14594	06/13/1979	22391	10/09/1979	12
PUERTO RICO	MYRIDE		Tenneco Automotive Operating Company Inc.	75265	12/19/2007	75265	12/19/2007	09
PUERTO RICO	RANCHO		Tenneco Automotive Operating Company Inc.	59366	11/13/2007	74876	11/13/2007	12
PUERTO RICO	SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY)		Tenneco Automotive Operating Company Inc.	70680	04/25/2007			35

Page 163 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
PUERTO RICO	SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY)		Tenneco Automotive Operating Company Inc.	58193	04/25/2007	73779	03/22/2010	12
QATAR	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	13665	07/09/1995	13665	07/02/2002	12
QATAR	TENNECO		Tenneco Management Company	7863	02/15/1990	7863	02/15/1990	07
QATAR	TENNECO		Tenneco Management Company	7864	02/15/1990	7864	02/15/1990	12
QATAR	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	13926	09/20/1995	13926	02/04/2003	012
ROMANIA	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	26283	02/04/1992	18125	02/04/1992	12

Page 164 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
ROMANIA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	41074	10/01/1996	2R030012	09/29/1999	007
ROMANIA	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	30391	11/17/1993	R21536	11/17/1993	12
ROMANIA	GAS-MATIC		Tenneco Automotive Operating Company Inc.	26183	01/04/1992	2R021319	01/04/1992	12
ROMANIA	MONROE		Tenneco Automotive Operating Company Inc.	26284	02/04/1992	18126	02/04/1992	12
ROMANIA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	26286	02/04/1992	18128	02/04/1992	12
ROMANIA	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	M200004544	10/26/2000	R047066	10/26/2000	12
ROMANIA	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	26285	02/04/1992	2R018127	02/04/1992	12
ROMANIA	RIDE-LEVELLER		Tenneco Automotive Operating Company Inc.	30390	11/17/1993	R21535	11/17/1993	12
ROMANIA	TENNECO		Tenneco Automotive Operating Company Inc.	12593	07/28/1982	2R12634	07/28/1982	07, 12
ROMANIA	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	29498	06/24/1993	2R025763	10/31/1998	12

Page 165 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
ROMANIA	WALKER		Tenneco Automotive Operating Company Inc.	25613	11/21/1991	R19493	06/22/1996	06
ROMANIA	WALKER & Design		Tenneco Automotive Operating Company Inc.	25614	11/12/1991	R19494	06/22/1996	06
RUSSIA	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	145938	11/19/1991	108792	10/16/1992	12
RUSSIA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	96711621	09/10/1996	166919	08/18/1998	07
RUSSIA	GILLET		Tenneco Automotive Operating Company Inc.	2003718590	09/25/2003	278839	11/23/2004	7, 12
RUSSIA	KINETIC		Kinetic Pty Ltd	980516	04/09/2008	980516	04/09/2008	12, 42

Page 166 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
RUSSIA	KINETIC (Logo)		Kinetic Pty Ltd	980515	04/09/2008	980515	04/09/2008	12, 42
RUSSIA	LOAD-LEVELER LEVEL LIGHT & Design		Tenneco Automotive Operating Company Inc.	93041316	08/23/1993	127512	06/16/1995	12
RUSSIA	MICHEL ALU		Tenneco Automotive Operating Company Inc.	2000700578	01/12/2000	203482	07/09/2001	12
RUSSIA	MONROE		Tenneco Automotive Operating Company Inc.	145945	11/19/1991	108361	10/12/1992	12
RUSSIA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	145947	11/19/1991	108793	10/16/1992	12
RUSSIA	MONROE ADVENTURE		Tenneco Automotive Operating Company Inc.	2000713311	06/05/2000	211664	04/25/2002	12
RUSSIA	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	2000727156	10/26/2000	223115	09/27/2002	12

Page 167 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
RUSSIA	MYRIDE		Tenneco Automotive Operating Company Inc.	2007738836	12/11/2007	371419	02/05/2009	09
RUSSIA	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	145946	11/19/1991	107660	09/01/1992	12
RUSSIA	RANCHO		Tenneco Automotive Operating Company Inc.	97714285	09/24/1997	265490	03/18/2004	12
RUSSIA	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	2006735487	12/06/2006	342166	01/25/2008	012
RUSSIA	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	95704623	04/25/1995	143180	06/17/1996	12
RUSSIA	SOLID SCR		Tenneco Automotive Operating Company Inc.	2011709719	04/01/2011	456508	03/15/2012	07
RUSSIA	T.R.U.E.-CLEAN		Tenneco Automotive Operating Company Inc.	2011709380	03/30/2011	459669	04/17/2012	12
RUSSIA	TENNECO		Tenneco Automotive Operating Company Inc.	93950	04/23/1982	72903	04/23/1982	07, 12
RUSSIA	TENNECO		Tenneco Automotive Operating Company Inc.	95710691	09/22/1995	166908	08/18/1998	06, 12, 16, 21, 35, 37, 39, 41, 42
RUSSIA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	95710694	09/22/1995	166909	08/18/1998	06, 12, 16, 21, 35, 37, 39, 41, 42
RUSSIA	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	93041317	08/23/1993	127513	06/16/1995	12
RUSSIA	WALKER		Tenneco Automotive Operating Company Inc.	142750	09/16/1991	105962	06/29/1992	06
RUSSIA	WALKER		Tenneco Automotive Operating Company Inc.	2000726427	10/19/2000	263570	02/11/2004	07, 12

Page 168 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
RUSSIA	WALKER & Design		Tenneco Automotive Operating Company Inc.	142749	09/16/1991	105961	06/29/1992	06
RUSSIA	XNOX		Tenneco Automotive Operating Company Inc.	2010731589	10/01/2010	442732	08/11/2011	007
RWANDA	GAS-MATIC		Monroe Auto Equipment Company	N/A	01/11/1985	2039DRK	01/11/1985	12
SAUDI ARABIA	MONROE		Tenneco Automotive Operating Company Inc.	91291	08/01/2004	81043	10/22/2005	07
SAUDI ARABIA	MONROE		Tenneco Automotive Operating Company Inc.	91292	08/01/2004	81044	10/22/2005	12
SAUDI ARABIA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	91294	08/01/2004	81090	10/22/2005	12
SAUDI ARABIA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	91293	08/01/2004	81523	12/02/2005	07
SAUDI ARABIA	RANCHO		Tenneco Automotive Operating Company Inc.	116385	04/15/2007	101269	09/17/2008	12

Page 169 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
SAUDI ARABIA	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	111862	12/09/2006	122409	01/14/2011	12
SAUDI ARABIA	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	29799	06/17/1995	36239	12/10/1995	12
SAUDI ARABIA	TENNECO		Tenneco Automotive Operating Company Inc.	84114031	11/16/1982	11820	12/04/1985	07, 12
SAUDI ARABIA	TENNECO		Tenneco Automotive Operating Company Inc.	30983	09/20/1995	38636	10/15/1996	12
SAUDI ARABIA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	30992	09/20/1995	38637	10/15/1996	12
SERBIA	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	Z19912194	11/05/1991	38702	02/01/1995	12
SERBIA	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	Z19912151	10/31/1991	38662	01/12/1995	12

Page 170 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
SERBIA	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	Z19930559	08/24/1993	40212	06/19/1997	12
SERBIA	LOAD-LEVELER		Tenneco Automotive Operating Company Inc.	Z19930561	08/24/1993	40214	06/19/1997	12
SERBIA	MONROE		Tenneco Automotive Operating Company Inc.	Z19912045	10/14/1991	38631	01/10/1995	12
SERBIA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	Z204491	10/14/1991	38630	01/10/1995	12
SERBIA	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	Z20001062	11/22/2000	46991	04/22/2004	12
SERBIA	MYRIDE		Tenneco Automotive Operating Company Inc.	Z20072890	12/07/2007	56614	12/08/2008	09
SERBIA	RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	Z19930560	08/24/1993	40213	06/19/1997	12
SERBIA	TENNECO		Tenneco Automotive Operating Company Inc.	Z18182	04/12/1982	28732	03/25/1986	01, 07, 12
SERBIA	WALKER		Tenneco Automotive Operating Company Inc.	Z178591	09/03/1991	38556	12/13/1994	06
SERBIA	WALKER		Tenneco Automotive Operating Company Inc.	Z132197	11/24/1997	43371	07/13/2000	07

Page 171 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
SERBIA	WALKER & Design		Tenneco Automotive Operating Company Inc.	Z178491	09/03/1991	38555	12/13/1994	06
SERBIA	WALKER & Design		Tenneco Automotive Operating Company Inc.	Z132297	11/24/1997	43372	07/13/2000	07
SINGAPORE	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	S940096	09/03/1996	T9609400F	09/03/1996	07
SINGAPORE	H2-DENOX		Tenneco Automotive Operating Company Inc.	T0800662B	01/18/2008	T0800662B	07/24/2008	07
SINGAPORE	HY-GEN		Tenneco Automotive Operating Company Inc.	T0800659B	01/18/2008	T0800659B	07/31/2008	07
SINGAPORE	MONROE		Tenneco Automotive Operating Company Inc.	T8301484Z	03/25/1983	T8301484Z	03/25/1983	12

Page 172 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
SINGAPORE	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	140893	02/26/1993	T9301408SG	02/26/1993	12
SINGAPORE	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	32439	03/19/1963	T6332429H	03/19/1984	12
SINGAPORE	QUICK STRUT & Design		Tenneco Automotive Operating Company Inc.	T0608107D	04/28/2006	T0608107D	04/28/2006	12
SINGAPORE	RANCHO		Tenneco Automotive Operating Company Inc.	S1224997	10/06/1997	T9712249F	10/06/1997	12
SINGAPORE	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	T0626565E	12/04/2006	T0626565E	12/04/2006	12
SINGAPORE	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	T9501782B	02/27/1995	T9501782B	02/27/1995	12
SINGAPORE	TENNECO		Tenneco Automotive Operating Company Inc.	499383	09/20/1983	T8304993G	09/20/1983	07
SINGAPORE	TENNECO		Tenneco Automotive Operating Company Inc.	499483	09/20/1983	T8304994E	09/20/1983	12

Page 173 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
SINGAPORE	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	905795	09/22/1995	T9509057J	09/22/1995	12
SLOVAK REPUBLIC	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	65670	12/31/1991	174518	05/15/1995	12
SLOVAK REPUBLIC	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	P0Z223596	08/27/1996	185549	05/25/1999	007
SLOVAK REPUBLIC	GAS-MATIC		Tenneco Automotive Operating Company Inc.	172128	01/03/1992	172128	11/16/1993	12
SLOVAK REPUBLIC	GAS-MATIC		Tenneco Automotive Operating Company Inc.	153493	08/30/1993	189252	02/15/2000	12
SLOVAK REPUBLIC	LOAD-LEVELER		Tenneco Automotive Operating Company Inc.	153293	08/30/1993	179185	12/19/1997	12

Page 174 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
SLOVAK REPUBLIC	LOAD-LEVELER LEVEL LIGHT & Design		Tenneco Automotive Operating Company Inc.	142393	08/19/1993	178712	11/25/1997	12
SLOVAK REPUBLIC	MICHEL ALU		Tenneco Automotive Operating Company Inc.	832000	01/17/2000	195621	06/18/2001	07
SLOVAK REPUBLIC	MONROE		Tenneco Automotive Operating Company Inc.	65666	12/31/1991	174524	05/16/1995	12
SLOVAK REPUBLIC	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	65668	12/31/1991	174552	05/18/1995	12
SLOVAK REPUBLIC	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	33022000	11/07/2000	199417	06/11/2002	12
SLOVAK REPUBLIC	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	65669	12/31/1991	174517	05/15/1995	12
SLOVAK REPUBLIC	RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	153393	08/30/1993	179246	08/30/1993	12
SLOVAK REPUBLIC	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	142293	08/19/1993	178711	11/25/1997	12
SLOVAK REPUBLIC	WALKER		Tenneco Automotive Operating Company Inc.	6358291	09/06/1991	175013	06/23/1995	06

Page 175 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
SLOVAK REPUBLIC	WALKER & Design		Tenneco Automotive Operating Company Inc.	6358391	09/06/1991	175012	06/23/1995	06
SLOVENIA	LOAD-LEVELER LEVEL LIGHT & Design		Tenneco Automotive Operating Company Inc.	30467936541	08/11/1993	9370723	05/21/1998	12
SLOVENIA	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	3046793654	08/11/1993	9370724	02/09/1996	012
SLOVENIA	WALKER		Tenneco Automotive Operating Company Inc.	Z9771756	11/21/1997	9771756	09/28/1998	07
SLOVENIA	WALKER & Design		Tenneco Automotive Operating Company Inc.	Z9771757	11/21/1997	9771757	09/28/1998	07
SOMALIA	GAS-MATIC		Monroe Auto Equipment Inc.	3352	04/16/1985	3352	04/16/1985	12

Page 176 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
SOUTH AFRICA	ARMSTRONG (Stylized)		Armstrong Hydraulics SA (Pty) Limited	200104270	03/13/2001	200104270	03/13/2001	35
SOUTH AFRICA	ARMSTRONG (Stylized)		Armstrong Hydraulics SA (Pty) Limited	200104271	03/13/2001	200104271	04/30/2014	37
SOUTH AFRICA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	199611919	08/23/1996	199611919	03/02/2000	07
SOUTH AFRICA	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	9601197	01/31/1996	199601197	01/10/2000	12
SOUTH AFRICA	GAS-MATIC		Tenneco Automotive Operating Company Inc.	9601198	01/31/1996	199601198	01/28/1999	12
SOUTH AFRICA	MONROE		Tenneco Automotive Operating Company Inc.	195904281	12/17/1959	195904281	04/26/1962	12

Page 177 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
SOUTH AFRICA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	9601200	01/31/1996	199601200	01/31/1996	12
SOUTH AFRICA	MONROE GAS-MATIC & Design		Tenneco Automotive Operating Company Inc.	439089	05/18/1989	894390	05/18/1993	12
SOUTH AFRICA	MYRIDE		Tenneco Automotive Operating Company Inc.	200728577	12/07/2007	200728577	09/07/2007	09
SOUTH AFRICA	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	9601199	01/31/1996	199601199	01/28/1999	12
SOUTH AFRICA	RANCHO		Tenneco Automotive Operating Company Inc.	200725669	11/06/2007	200725669	08/06/2010	12
SOUTH AFRICA	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	955296	05/09/1995	199505926	03/23/1998	12
SOUTH AFRICA	STRONGARM		Armstrong Hydraulics SA (Pty) Limited	841239	02/15/1984			12
SOUTH AFRICA	STRONGARM		Armstrong Hydraulics SA (Pty) Limited	841237	02/15/1984			06
SOUTH AFRICA	STRONGARM		Armstrong Hydraulics SA (Pty) Limited	841238	02/15/1984			07
SOUTH AFRICA	TENNECO		Tenneco Automotive Operating Company Inc.	198207625	09/29/1982	198207625	09/29/1982	12

Page 178 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
SOUTH AFRICA	TENNECO		Tenneco Automotive Operating Company Inc.	198207624	09/29/1982	198207624	06/15/1984	07
SOUTH AFRICA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	9512650	09/22/1995	9512650	01/21/1999	012
SOUTH AFRICA	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	9601201	01/31/1996	199601201	01/21/1999	012
SOUTH AFRICA	WALKER		Tenneco Automotive Operating Company Inc.	753183	06/23/1975	B197503183	02/04/1977	12
SOUTH KOREA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	427681996	09/23/1996	399481	03/16/1998	12
SOUTH KOREA	MONROE		Tenneco Automotive Operating Company Inc.	20080022193	12/12/1987	0168592	02/21/1989	12
SOUTH KOREA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	24751988	02/05/1988	171477	06/07/1989	07, 12

Page 179 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
SOUTH KOREA	QUICK STRUT & Design		Tenneco Automotive Operating Company Inc.	4020060023204	05/01/2006	400703909	03/26/2007	12
SOUTH KOREA	RANCHO		Tenneco Automotive Operating Company Inc.	221942008	02/13/1998	0436656	12/30/1998	12
SOUTH KOREA	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	20060062302	12/08/2006	400726916	10/30/2007	12
SOUTH KOREA	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	4019950008843	03/10/1995	360235	04/21/1997	07, 12
SOUTH KOREA	SIGNATURE SOUND		Tenneco Automotive Operating Company Inc.	4020149366	02/11/2014	401120114	07/28/2015	09, 12
SOUTH KOREA	TENNECO		Tenneco Automotive Operating Company Inc.	924029	04/30/1982	88588	02/04/1983	07, 12
SOUTH KOREA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	5020070013799	09/25/1995	400373072	08/25/1997	12
SOUTH KOREA	WALKER		Tenneco Automotive Operating Company Inc.	40201271643	11/19/2012	401000387	10/11/2013	12
SOUTH KOREA	XNOX		Tenneco Automotive Operating Company Inc.	4020100050894	10/04/2010	400896209	12/26/2011	007
SPAIN	ALUMINOX PRO		Tenneco Automotive Operating Company Inc.	M26260123	12/03/2004	2626012	11/18/2005	07

Page 180 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
SPAIN	CONTROL 4		Tenneco Automotive Operating Company Inc.	2474520	05/08/2002	2474520	11/05/2002	12
SPAIN	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	1565990	05/03/1990	1565990	05/05/1993	12
SPAIN	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	1565991	05/03/1990	1565991	05/05/1993	12
SPAIN	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	2049007	09/25/1996	2049007	12/22/1997	12
SPAIN	G & Design		Tenneco GmbH	432000	08/09/1977	432000	08/09/1977	07, 12

Page 181 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
SPAIN	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	1147900	05/23/1986	1147900	05/05/1988	12
SPAIN	KINETIC (Stylized) and KINETIC - Series Mark		Kinetic Pty Ltd	829372	02/04/2004	829372	02/04/2004	09, 12
SPAIN	LOAD-LEVELER		Tenneco Automotive Operating Company Inc.	407313	08/16/1962	MO407313	12/11/1962	12
SPAIN	LOAD-LEVELER LEVEL LIGHT & Design		Tenneco Automotive Operating Company Inc.	1218050	11/10/1987	1218050	11/21/1988	12
SPAIN	MONROE		Tenneco Automotive Operating Company Inc.	430305	09/05/1963	0430305	01/03/1964	12
SPAIN	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	1916440	08/01/1994	1916440	03/03/1995	12
SPAIN	MONROE ADVENTURE		Tenneco Automotive Operating Company Inc.	2324791	06/14/2000	2324791	06/14/2000	12

Page 182 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
SPAIN	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	2358621	11/20/2000	2358621	06/05/2001	12
SPAIN	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	872969	03/15/1978	872969	06/05/1979	12
SPAIN	RANCHO		Tenneco Automotive Operating Company Inc.	2505443	09/26/2002	2505443	09/05/2003	07, 12
SPAIN	RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	0656470	10/20/1971	0656470	03/01/1973	12
SPAIN	TENNECO		Tenneco Automotive Operating Company Inc.	1007709	05/31/1982	M1007709	06/06/1983	07
SPAIN	TENNECO		Tenneco Automotive Operating Company Inc.	1007710	05/31/1982	M1007710	06/06/1983	12
SPAIN	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	1986593	09/22/1995	1986593	03/05/1997	012
SPAIN	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	1688217	03/04/1992	MI1688217	11/05/1993	012
SPAIN	WALKER		Tenneco Automotive Operating Company Inc.	0661459	12/17/1971	0661459	11/12/1973	12
SPAIN	WALKER & Design		Tenneco Automotive Operating Company Inc.	938636	04/09/1980	938636	12/05/1981	012

Page 183 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
SPAIN	WALKER ALUMINOX & Design		Tenneco Automotive Operating Company Inc.	2031999	05/30/1996	2031999	07/07/1997	07
SRI LANKA	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	86410	12/29/1997	86410	09/08/2004	07
SRI LANKA	MONROE		Tenneco Automotive Operating Company Inc.	158333	10/04/2010			12
SRI LANKA	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	24396	03/19/1963	24396	03/18/1991	12
SRI LANKA	TENNECO		Tenneco Automotive Operating Company Inc.	48284	10/05/1984	48284	02/22/1990	07
SRI LANKA	TENNECO		Tenneco Automotive Operating Company Inc.	48285	10/05/1984	48285	10/05/1984	12
SRI LANKA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	75821	09/22/1995	75821	10/23/2006	012

Page 184 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
ST MAARTEN	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	07243	02/03/1997	06051	03/07/1997	12
ST MAARTEN	TENNECO		Tenneco Automotive Operating Company Inc.	06052	03/03/1983	06052	03/03/1983	07, 12
ST MAARTEN	TENNECO		Tenneco Automotive Operating Company Inc.			06053		12
ST MAARTEN	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.			06050		12
SUDAN	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	35396	05/20/2006	35396	05/03/2012	012

Page 185 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
SURINAME	GAS-MATIC		Tenneco Automotive Operating Company Inc.	11649	10/01/1985	11649	10/01/1985	12
SURINAME	TENNECO		Tenneco Automotive Operating Company Inc.	14577	09/22/1995	14568	09/22/1995	12
SURINAME	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	14586	09/22/1995	14581	09/22/1995	12
SWEDEN	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	9004222	05/09/1990	229959	01/31/1992	12
SWEDEN	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	9004223	05/09/1990	229960	01/31/1992	12

Page 186 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
SWEDEN	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	967634	08/22/1996	321961	02/28/1997	07
SWEDEN	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	387786	05/21/1986	205366	04/10/1987	12
SWEDEN	MONROE		Tenneco Automotive Operating Company Inc.	9502200	02/23/1995	314659	06/28/1996	12
SWEDEN	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	976246	07/02/1997	332641	08/27/1999	12
SWEDEN	MONROE ADVENTURE		Tenneco Automotive Operating Company Inc.	0004449	06/05/2000	353141	03/08/2002	12
SWEDEN	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	0008259	10/31/2000	349516	10/19/2001	12
SWEDEN	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	814725	09/10/1981	180203	02/19/1992	12
SWEDEN	RANCHO		Tenneco Automotive Operating Company Inc.	895379	06/05/1989	251759	09/17/1993	12
SWEDEN	RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	814726	09/10/1981	187477	07/29/1983	12
SWEDEN	STARLA		Tenneco Automotive Operating Company Inc.	200802917	03/26/2008	0398511	10/31/2008	07

Page 187 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
SWEDEN	TENNECO		Tenneco Automotive Operating Company Inc.	9510741	09/22/1995	329070	11/27/1998	06, 12
SWEDEN	TENNECO		Tenneco Automotive Operating Company Inc.	961519	02/09/1996	315330	07/26/1996	07
SWEDEN	TENNECO		Tenneco Automotive Operating Company Inc.	822262	04/07/1982	195884	04/26/1985	12
SWEDEN	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	9510742	09/22/1995	329071	11/27/1998	06, 12
SWEDEN	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	951520	02/09/1996	315331	07/26/1996	07
SWEDEN	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	922435	03/11/1992	246357	02/05/1993	012
SWEDEN	WALKER & Design (New)		Tenneco Automotive Operating Company Inc.	172872	04/18/1972	151726	06/19/1975	08, 12

Page 188 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
SWITZERLAND	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	334719905	05/02/1990	P385584	10/02/1991	12
SWITZERLAND	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	334819907	05/02/1990	P385585	10/02/1991	12
SWITZERLAND	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	063531996	09/03/1996	443014	07/21/1997	07
SWITZERLAND	G & Design		Tenneco GmbH	432000	08/09/1977	432000	08/09/1977	07, 12
SWITZERLAND	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	031301986	05/16/1986	P352200	05/02/1987	12

Page 189 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
SWITZERLAND	KINETIC (Stylized) and KINETIC - Series Mark		Kinetic Pty Ltd	829372	02/04/2004	829372	02/04/2004	09, 12
SWITZERLAND	LOAD-LEVELER		Tenneco Automotive Operating Company Inc.	4582	09/17/1962	323134	10/31/1962	12
SWITZERLAND	LOAD-LEVELER LEVEL LIGHT & Design		Tenneco Automotive Operating Company Inc.	069351987	10/29/1987	361340	06/28/1988	12
SWITZERLAND	MONROE		Tenneco Automotive Operating Company Inc.	5278	09/19/1983	327899	02/20/1984	12
SWITZERLAND	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	367019947	06/01/1994	P425239	07/18/1996	12
SWITZERLAND	MONROE ADVENTURE		Tenneco Automotive Operating Company Inc.	065802000	06/02/2000	P478696	11/20/2000	12
SWITZERLAND	MONROE FORMULA GP		Tenneco Automotive Operating Company Inc.	7116	11/13/1986	361418	04/07/1988	12

Page 190 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
SWITZERLAND	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	127922000	10/26/2000	P484039	04/26/2001	12
SWITZERLAND	MONRO-MAGNUM		Tenneco Automotive Operating Company Inc.	031311986	05/16/1986	352201	05/16/1986	12
SWITZERLAND	MYRIDE		Tenneco Automotive Operating Company Inc.	638572007	12/06/2007	573640	07/01/2008	09
SWITZERLAND	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	1137	03/09/1978	P299345	03/09/1978	12
SWITZERLAND	RANCHO		Tenneco Automotive Operating Company Inc.	638602007	12/06/2007	570025	04/04/2008	12
SWITZERLAND	RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	072081991	10/25/1991	393580	06/10/1992	12
SWITZERLAND	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	32319950	01/17/1995	P425350	07/18/1996	012
SWITZERLAND	SOLID SCR		Tenneco Automotive Operating Company Inc.	539912011	04/01/2011	621441	10/14/2011	07
SWITZERLAND	T.R.U.E.-CLEAN		Tenneco Automotive Operating Company Inc.	537912011	03/29/2011	618394	08/17/2011	07
SWITZERLAND	TENNECO		Tenneco Automotive Operating Company Inc.	3403	06/13/1983	326808	12/23/1983	03, 07, 12, 29, 31
SWITZERLAND	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	112161995	09/22/1995	431836	12/03/1996	12
SWITZERLAND	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	171692	02/24/1992	397928	01/20/1993	12

Page 191 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
SWITZERLAND	WALKER		Tenneco Automotive Operating Company Inc.	171419920	02/24/1992	398941	02/24/1992	001, 006, 007, 008, 009, 012, 017
SWITZERLAND	WALKER & Design		Tenneco Automotive Operating Company Inc.	2842	06/05/1980	307818	06/05/1980	07, 08, 12
SWITZERLAND	WALKER ALUMINOX & Design		Tenneco Automotive Iberica, S.A.	047771998	06/15/1998	P458563	02/08/1999	07, 12
SWITZERLAND	XNOX		Tenneco Automotive Operating Company Inc.	630922010	12/01/2010	612881	03/10/2011	007
SYRIA	TENNECO		Tenneco Automotive Operating Company Inc.	30188	05/08/1982	41805/41806	05/08/1982	07, 12, 29, 31
TAIWAN	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	8547220	09/18/1996	828995	12/01/1998	12
TAIWAN	MONROE		Tenneco Automotive Operating Company Inc.	7028881	08/27/1981	187384	08/16/1982	12
TAIWAN	MONROE		Tenneco Automotive Operating Company Inc.	None	07/01/1989	00447886	07/01/1989	82

Page 192 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
TAIWAN	MONROE (In Mandarin)		Tenneco Automotive Operating Company Inc.	077046032	10/06/1988	00447886	07/01/1989	82
TAIWAN	MONROE (In Meng Nuo)		Tenneco Automotive Operating Company Inc.	87049465	10/09/1998	00963143	10/01/2001	12
TAIWAN	MYRIDE		Tenneco Automotive Operating Company Inc.	096058283	12/11/2007	01339347	12/01/2008	09
TAIWAN	QUICK STRUT & Design		Tenneco Automotive Operating Company Inc.	095021768	04/28/2006	01248931	02/01/2007	12
TAIWAN	RANCHO		Tenneco Automotive Operating Company Inc.	097031228	07/02/2008	01355864	04/01/2009	12
TAIWAN	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	95061127	12/07/2006	01274717	08/16/2007	12
TAIWAN	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	848726	02/28/1995	00740538	12/16/1996	12

Page 193 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
TAIWAN	TENNECO		Tenneco Automotive Operating Company Inc.	84052190	10/19/1995	819359	10/01/1998	12
TAIWAN	TENNECO		Tenneco Automotive Operating Company Inc.	7117119	05/26/1982	215844	07/01/1983	90
TAIWAN	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	84047860	09/21/1995	819358	10/01/1998	12
TAIWAN	TENNECO & Design (Horizon) (In Chinese)		Tenneco Automotive Operating Company Inc.	84053224	10/24/1995	00797803	03/01/1998	12
TAIWAN	TENNECO (In Chinese)		Tenneco Automotive Operating Company Inc.	84052184	10/19/1995	00797687	03/01/1998	12

Page 194 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
TAIWAN	WAN LI LU & Design (MONROE in Chinese,		Tenneco Automotive Operating Company Inc.	90047547	11/21/2001	1026828	12/16/2002	012
TAJIKISTAN	GAS-MATIC		Tenneco Automotive Operating Company Inc.	94002411	12/29/1994	TJ1728	12/29/1994	12
TAJIKISTAN	MONROE		Tenneco Automotive Operating Company Inc.	00005618	10/26/2000	TJ5261	12/14/2001	07, 12
TAJIKISTAN	MYRIDE		Tenneco Automotive Operating Company Inc.	07008680	12/10/2007	TJ8370	10/02/2009	09
TAJIKISTAN	RANCHO		Tenneco Automotive Operating Company Inc.	0278	10/26/2000	5262	12/14/2001	07, 12
TAJIKISTAN	TENNECO		Tenneco Automotive Operating Company Inc.	95003363	09/22/1995	TJ3177	08/04/1998	04, 06, 12, 16, 21, 35, 37, 39, 41, 42
TAJIKISTAN	TENNECO		Tenneco Automotive Operating Company Inc.	95003193	06/22/1995	TJ2184	06/22/1995	07, 12
TAJIKISTAN	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	95003364	09/22/1995	TJ3178	08/04/1998	04, 06, 12, 16, 21, 35, 37, 39, 41, 42
TAJIKISTAN	WALKER		Tenneco Automotive Operating Company Inc.	00005619	10/26/2000	5279	12/21/2001	07, 12

Page 195 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
THAILAND	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	319585	10/10/1996	TM77786	09/10/1998	12
THAILAND	MONROE		Tenneco Automotive Operating Company Inc.	410570	02/13/1980	Kor111240	12/20/1982	12
THAILAND	MONROE & Design (New Wing) (in Thai)		Tenneco Automotive Operating Company Inc.	160442	11/11/1986	Kor60325	07/01/1987	12
THAILAND	MONROMATIC		Tenneco Automotive Operating Company Inc.	247665	07/12/1963	Kor5126	07/12/1963	12
THAILAND	MYRIDE		Tenneco Automotive Operating Company Inc.	681517	12/11/2007	Kor301635	08/07/2009	09
THAILAND	QUICK STRUT & Design		Tenneco Automotive Operating Company Inc.	624934	04/28/2006	Kor263164	06/21/2007	12

Page 196 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
THAILAND	RANCHO (Stylized) (Red)		Tenneco Automotive Operating Company Inc.	413005	03/05/1990	Kor112209	03/05/1990	12
THAILAND	RANCHO SUSPENSION		Tenneco Automotive Operating Company Inc.	413006	03/05/1990	Kor112213	03/05/1990	12
THAILAND	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	284538	04/26/1995	Kor39076	12/21/1995	12
THAILAND	TENNECO		Tenneco Automotive Operating Company Inc.	293998	09/22/1995	Kor48306	08/16/1996	12
THAILAND	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	294007	09/22/1995	Kor48305	08/16/1996	12

Page 197 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
THAILAND	TENNECO & Design (Horizon) (in Thai)		Tenneco Automotive Operating Company Inc.	294027	09/22/1995	Kor48319	08/16/1996	012
THAILAND	TENNECO (In Thai)		Tenneco Automotive Operating Company Inc.	294017	09/22/1995	Kor48008	08/09/1996	12
TRINIDAD & TOBAGO	MONROE		Tenneco Automotive Operating Company Inc.	21590	04/29/1993	B21590	08/10/1995	06
TRINIDAD & TOBAGO	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	21588	04/29/1993	21588	08/13/1998	06
TRINIDAD & TOBAGO	MONROMATIC		Tenneco Automotive Operating Company Inc.	4120	01/06/1981	B4120	01/06/1981	22
TRINIDAD & TOBAGO	TENNECO		Tenneco Automotive Operating Company Inc.	14099	06/10/1983	14099	07/08/1986	06
TRINIDAD & TOBAGO	TENNECO		Tenneco Automotive Operating Company Inc.	14100	06/10/1983	14100	07/08/1986	07
TRINIDAD & TOBAGO	TENNECO		Tenneco Automotive Operating Company Inc.	38821	08/08/2007	38821	03/04/2009	12
TRINIDAD & TOBAGO	TENNECO		Tenneco Automotive Operating Company Inc.	14101	06/10/1983	14101	06/10/1983	13

Page 198 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
TRINIDAD & TOBAGO	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	41502	10/08/2009	41502	12/09/2010	012
TUNISIA	GAS-MATIC		Tenneco Automotive Operating Company Inc.	EE991836	11/04/1999	EE84355	12/26/1984	12
TUNISIA	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	EE950677	05/09/1995	EE092722	05/09/1995	12
TUNISIA	TENNECO		Tenneco Automotive Operating Company Inc.	EE101902	09/22/1995	EE101902	09/22/1995	06, 12
TUNISIA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	TNE19951270	09/22/1995	TNE19951270	09/22/1995	006, 012
TURKEY	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	14310	09/30/1996	193852	09/30/1996	07, 12
TURKEY	GAS-MATIC		Tenneco Automotive Operating Company Inc.	4158485	08/05/1985	88469	08/05/1985	12

Page 199 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
TURKEY	LOAD-LEVELER		Tenneco Automotive Operating Company Inc.	81073087	12/21/1981	131154	12/21/1981	12
TURKEY	MONROE		Tenneco Automotive Operating Company Inc.	24240	02/13/1960	84163	05/03/1960	06, 07, 12
TURKEY	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	969210	06/25/1996	188949	06/25/1996	12
TURKEY	MONROE ADVENTURE		Tenneco Automotive Operating Company Inc.	200012990	06/28/2000	200012990	06/28/2000	12
TURKEY	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	200023833	11/02/2000	200023833	11/02/2000	12
TURKEY	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	150263	02/06/1963	102067	02/06/1963	12
TURKEY	MYRIDE		Tenneco Automotive Operating Company Inc.	200765207	12/07/2007	200765207	11/12/2008	09
TURKEY	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	1256882	02/10/1982	132172	02/10/1982	12
TURKEY	RANCHO		Tenneco Automotive Operating Company Inc.	200759443	11/16/2007	200759443	09/25/2008	12
TURKEY	RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	81073702	12/21/1981	131207	12/21/1981	12
TURKEY	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	472995	05/22/1995	160651	05/22/1995	12
TURKEY	TENNECO		Tenneco Automotive Operating Company Inc.	95010401	09/21/1995	167954	09/21/1995	04, 06, 12, 16, 21
TURKEY	TENNECO		Tenneco Automotive Operating Company Inc.	90695	09/15/1982	136877	09/15/1982	07, 12, 29, 31

Page 200 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
TURKEY	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	95010403	09/21/1995	168274	09/21/1995	04, 06, 12, 16, 21
TURKEY	WALKER		Tenneco Automotive Operating Company Inc.	201641474	05/06/2016	201641474	02/01/2017	07, 12
TURKEY	WALKER & Design (New)		Tenneco Automotive Operating Company Inc.	201641491	05/06/2016	201641491	12/08/2016	07, 12
TURKMENISTAN	GAS-MATIC		Tenneco Automotive Operating Company Inc.	13044	01/05/1996	1265	09/29/1997	12
TURKMENISTAN	MONROE		Tenneco Automotive Operating Company Inc.	20000368	10/24/2000	7626	03/01/2002	07, 12
TURKMENISTAN	MYRIDE		Tenneco Automotive Operating Company Inc.	20070483	12/13/2007	10167	11/24/2009	09
TURKMENISTAN	RANCHO		Tenneco Automotive Operating Company Inc.	20000370	10/24/2000	7625	03/01/2002	07, 12
TURKMENISTAN	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	20060490	12/05/2006	9668	02/01/2008	12
TURKMENISTAN	TENNECO		Tenneco Automotive Operating Company Inc.	3880	09/22/1995	4652	07/04/2000	04, 06, 12, 16, 21, 35, 37, 39, 41, 42
TURKMENISTAN	TENNECO		Tenneco Automotive Operating Company Inc.	1884	06/09/1995	673	06/27/1997	07, 12

Page 201 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
TURKMENISTAN	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	3879	09/22/1995	4651	07/04/2000	04, 06, 12, 16, 21, 35, 37, 39, 41, 42
TURKMENISTAN	WALKER		Tenneco Automotive Operating Company Inc.	20000369	10/24/2000	7716	04/12/2002	007, 012
UKRAINE	DESIGN (Firm Grip Logo)		Tenneco Automotive Operating Company Inc.	95030698T	03/17/1995	9286	12/25/1997	12
UKRAINE	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	96092148T	09/16/1996	16549	10/16/2000	07
UKRAINE	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	95030686T	03/15/1995	13013	07/19/1999	12
UKRAINE	GAS-MATIC		Tenneco Automotive Operating Company Inc.	9503068T	03/15/1995	13014	07/19/1999	12
UKRAINE	MICHEL ALU		Tenneco Automotive Operating Company Inc.	2000010193	01/20/2000	26066	07/15/2002	12

Page 202 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UKRAINE	MONROE		Tenneco Automotive Operating Company Inc.	95050685T	03/15/1995	9285	12/25/1997	12
UKRAINE	MONROE		Tenneco Automotive Operating Company Inc.	2000104729	10/23/2000	29871	02/17/2003	12
UKRAINE	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	95030700T	03/17/1995	9288	12/25/1997	12
UKRAINE	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	2000104848	10/27/2000	29888	02/17/2003	12
UKRAINE	MYRIDE		Tenneco Automotive Operating Company Inc.	M200800347	01/11/2008	108050	06/10/2009	09
UKRAINE	RADIAL-MATIC		Tenneco Automotive Operating Company Inc.	95030688T	03/15/1995	13015	07/19/1999	12
UKRAINE	RANCHO		Tenneco Automotive Operating Company Inc.	2000104731	10/23/2000	29873	02/17/2003	12
UKRAINE	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	M200619979	12/18/2006	93914	07/10/2008	12
UKRAINE	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	95051640	05/06/1995	13445	08/30/1999	12
UKRAINE	TENNECO		Tenneco Automotive Operating Company Inc.	72903	06/18/1993	4386	04/15/1994	07, 12
UKRAINE	TENNECO		Tenneco Automotive Operating Company Inc.	95113204T	11/16/1995	15316	12/15/2000	12

Page 203 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UKRAINE	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	95092785	09/22/1995	19154	04/16/2001	06, 12, 16, 21
UKRAINE	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	93126194T	12/28/1993	10296	08/31/1998	012
UKRAINE	WALKER		Tenneco Automotive Operating Company Inc.	2000104730	10/23/2000	29872	02/17/2003	12
UKRAINE	WALKER		Tenneco Automotive Operating Company Inc.	T3602962	09/16/1991	6629	06/29/1992	006
UKRAINE	WALKER & Design		Tenneco Automotive Operating Company Inc.	T3602963	09/16/1991	6628	06/29/1992	006
UNITED ARAB EMR	GAS-MATIC		Tenneco Automotive Operating Company Inc.	24354	11/19/1997	50626	01/11/2005	12
UNITED ARAB EMR	RANCHO		Tenneco Automotive Operating Company Inc.	24355	11/19/1997	48463	09/13/2004	12
UNITED ARAB EMR	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	88210	12/06/2006	88603	05/18/2008	12
UNITED ARAB EMR	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	13156	10/08/1995	13860	03/01/1998	12
UNITED ARAB EMR	TENNECO		Tenneco Automotive Operating Company Inc.	13885	11/20/1995	8727	02/24/1994	07

Page 204 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UNITED ARAB EMR	TENNECO		Tenneco Automotive Operating Company Inc.	12798	09/20/1995	12551	10/19/1997	12
UNITED ARAB EMR	TENNECO		Tenneco Automotive Operating Company Inc.	13886	11/20/1995	8728	02/24/1997	12
UNITED ARAB EMR	TENNECO & Design (Horizon)		Tenneco Management Company	12808	09/20/1995	12602	10/19/1997	12
UNITED KINGDOM	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	1425699	05/02/1990	1425699	08/09/1991	12
UNITED KINGDOM	DYNOMAX		Tenneco Automotive Operating Company Inc.	1551524	10/25/1993	1551524	08/12/1994	12
UNITED KINGDOM	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	2109796	09/11/1996	2109796	05/16/1997	07
UNITED KINGDOM	HY-GEN		Tenneco Automotive Operating Company Inc.	2479475	02/11/2008	2479475	07/04/2008	07
UNITED KINGDOM	KINETIC		Kinetic Pty Ltd	Unknown	03/22/1994	1566341	11/17/1993	12

Page 205 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UNITED KINGDOM	KINETIC (Stylized) and Series Mark		Kinetic Pty Ltd	1566341	03/22/1994	1566341	05/16/1997	12
UNITED KINGDOM	MONROE		Tenneco Automotive Operating Company Inc.	1012217	06/04/1973	1012217	06/04/1973	12
UNITED KINGDOM	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	1574072	06/02/1994	1574072	03/29/1996	12
UNITED KINGDOM	MONROE ADVENTURE		Tenneco Automotive Operating Company Inc.	2235118	06/06/2000	2235118	11/10/2000	12
UNITED KINGDOM	MONROE GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	1261579	02/28/1986	1261579	02/28/1993	12
UNITED KINGDOM	MONROE LOAD-LEVELER LEVEL LIGHT & Design		Tenneco Automotive Operating Company Inc.	1323857	10/13/1987	1323857	03/27/1990	12
UNITED KINGDOM	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	2250602	10/31/2000	2250602	12/21/2001	12

Page 206 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UNITED KINGDOM	MONROE RIDE-LEVELER		Tenneco Automotive Operating Company Inc.	1012218	06/04/1973	1012218	06/04/1973	12
UNITED KINGDOM	MONROMATIC		Tenneco Automotive Operating Company Inc.	838138	08/15/1962	838138	08/15/1962	12
UNITED KINGDOM	RANCHO		Tenneco Automotive Operating Company Inc.	1401288	06/08/1989	1401288	07/30/1993	12
UNITED KINGDOM	RANCHO SUSPENSION		Tenneco Automotive Operating Company Inc.	1401289	06/08/1989	1401289	07/30/1993	12
UNITED KINGDOM	TENNECO		Tenneco Automotive Operating Company Inc.	1125271	12/06/1979	1125271	12/06/1979	07
UNITED KINGDOM	TENNECO		Tenneco Automotive Operating Company Inc.	1075934	03/21/1977	1075934	03/21/1977	12
UNITED KINGDOM	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	2038109	09/20/1995	2038109B	11/29/1996	012
UNITED KINGDOM	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	1491257	02/17/1992	1491257	11/05/1993	12
UNITED KINGDOM	WALKER & Design (Series)		Tenneco Automotive Operating Company Inc.	1410649	01/17/1990	1410649	01/17/1990	012
UNITED KINGDOM	WMF-TECH		Tenneco Automotive Operating Company Inc.	2479471	02/11/2008	2479471	07/04/2008	007

Page 207 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UNITED STATES	171504		Tenneco Automotive Operating Company Inc.	77/456,046	04/23/2008	4,014,058	08/16/2011	12
UNITED STATES	171615		Tenneco Automotive Operating Company Inc.	77/456,035	04/23/2008	4,014,054	08/16/2011	12
UNITED STATES	171616		Tenneco Automotive Operating Company Inc.	77/456,030	04/23/2008	4,014,052	08/16/2011	12
UNITED STATES	171661		Tenneco Automotive Operating Company Inc.	77/456,040	04/23/2008	4,014,056	08/16/2011	12
UNITED STATES	171672		Tenneco Automotive Operating Company Inc.	77/456,031	04/23/2008	4,014,053	08/16/2011	12
UNITED STATES	171878		Tenneco Automotive Operating Company Inc.	77/470,209	05/09/2008	4,010,607	08/09/2011	12
UNITED STATES	171880		Tenneco Automotive Operating Company Inc.	77/456,044	04/23/2008	4,014,057	08/16/2011	12
UNITED STATES	171920		Tenneco Automotive Operating Company Inc.	77/456,051	04/23/2008	4,014,059	08/16/2011	12
UNITED STATES	171994		Tenneco Automotive Operating Company Inc.	77/456,036	04/23/2008	4,014,055	08/16/2011	012
UNITED STATES	4 MORE & Design		Tenneco Automotive Operating Company Inc.	77/485,740	05/29/2008	3,628,499	05/26/2009	041
UNITED STATES	901940		Tenneco Automotive Operating Company Inc.	77/481,462	05/22/2008	3,756,534	03/09/2010	012
UNITED STATES	901944		Tenneco Automotive Operating Company Inc.	77/481,458	05/22/2008	3,649,651	07/07/2009	012
UNITED STATES	902941		Tenneco Automotive Operating Company Inc.	77/481,493	05/22/2008	3,649,652	07/07/2009	012

Page 208 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UNITED STATES	902949		Tenneco Automotive Operating Company Inc.	77/481,453	05/22/2008	3,649,650	07/07/2009	012
UNITED STATES	902973		Tenneco Automotive Operating Company Inc.	77/481,497	05/22/2008	3,756,538	03/09/2010	012
UNITED STATES	902999		Tenneco Automotive Operating Company Inc.	77/481,471	05/22/2008	3,756,535	03/09/2010	012
UNITED STATES	903900		Tenneco Automotive Operating Company Inc.	77/481,485	05/22/2008	3,756,537	03/09/2010	012
UNITED STATES	904919		Tenneco Automotive Operating Company Inc.	77/481,477	05/22/2008	3,756,536	03/09/2010	012
UNITED STATES	BLACK JACK		Tenneco Automotive Operating Company Inc.	73/133,072	07/07/1977	1,087,696	03/21/1978	12
UNITED STATES	BLACKJACK HEADERS & Design		Tenneco Automotive Operating Company Inc.	73/158,357	02/13/1978	1,108,544	12/12/1978	12
UNITED STATES	C & Design		Tenneco Automotive Operating Company Inc.	86/915,270	02/22/2016			012

Page 209 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UNITED STATES	CALCAT		Tenneco Automotive Operating Company Inc.	77/512,590	07/01/2008	3,632,924	06/02/2009	007
UNITED STATES	CLEVEBLOC		The Pullman Company	76/364,225	01/22/2002	2,850,130	06/08/2004	012
UNITED STATES	DESIGN (Bird Head)		Tenneco Automotive Operating Company Inc.	73/031,015	09/03/1974	1,028,585	12/30/1975	012
UNITED STATES	DRIV		Tenneco Automotive Operating Company Inc.	86/552,590	03/04/2015			12, 40
UNITED STATES	DYNOMAX		Tenneco Automotive Operating Company Inc.	77/194,261	05/31/2007	3,380,783	02/12/2008	007
UNITED STATES	DYNOMAX		Tenneco Automotive Operating Company Inc.	85/752,727	10/12/2012	4,309,233	03/26/2013	18, 25

Page 210 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UNITED STATES	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	76/287,113	07/18/2001	2,538,253	02/12/2002	007
UNITED STATES	DYNOMAX VT		Tenneco Automotive Operating Company Inc.	77/879,453	11/24/2009	3,927,456	03/08/2011	007
UNITED STATES	ECONO-MATIC		Tenneco Automotive Operating Company Inc.	77/854,118	10/21/2009	3,839,264	08/24/2010	012
UNITED STATES	ERIS		Tenneco Automotive Operating Company Inc.	76/236,170	04/05/2001	2,636,998	10/15/2002	009
UNITED STATES	EXHAUST MATE & Design		Tenneco Automotive Operating Company Inc.	85/094,422	07/28/2010	4,064,282	11/29/2011	07
UNITED STATES	EXHAUST-MATE		Tenneco Automotive Operating Company Inc.	85/094,419	07/28/2010	4,071,468	12/13/2011	007
UNITED STATES	EXPERT PLUS		Tenneco Automotive Operating Company Inc.	77/416,341	03/07/2008	3,508,519	09/30/2008	035
UNITED STATES	GAS-MAGNUM		Tenneco Automotive Operating Company Inc.	73/568,605	11/14/1985	1,396,687	06/10/1986	012
UNITED STATES	GAS-MATIC		Tenneco Automotive Operating Company Inc.	74/079,767	07/19/1990	1,645,144	05/21/1991	012
UNITED STATES	GRIPPER		Tenneco Automotive Operating Company Inc.	78/071,716	06/29/2001	2,897,979	10/26/2004	007

Page 211 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UNITED STATES	HARRIS (Stylized)		The Pullman Company	71/630,268	05/26/1952	593,886	08/17/1954	17
UNITED STATES	HUSH THRUSH		Tenneco Automotive Operating Company Inc.	77/423,951	03/17/2008	3,737,619	01/12/2010	007
UNITED STATES	KINETIC		Kinetic Pty Ltd	74/546,509	07/07/1994	2,125,913	12/30/1997	012
UNITED STATES	KINETIC		Kinetic Pty Ltd	79/060,267	04/09/2008	4,000,433	07/26/2011	12, 42
UNITED STATES	KINETIC (Stylized)		Kinetic Pty Ltd	79/060,266	04/09/2008	4,000,432	07/26/2011	12, 42
UNITED STATES	MAD HOT		Tenneco Automotive Operating Company Inc.	85/410,737	08/30/2011	4,265,389	12/25/2012	007
UNITED STATES	MAX-AIR		Tenneco Automotive Operating Company Inc.	72/422,435	04/25/1972	1,000,678	12/31/1974	12
UNITED STATES	MAX-LIFT		Tenneco Automotive Operating Company Inc.	74/323,127	10/19/1992	1,884,826	03/21/1995	012
UNITED STATES	MEGA-CLAMP		Tenneco Automotive Operating Company Inc.	76/114,385	08/22/2000	2,664,081	12/17/2002	06

Page 212 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UNITED STATES	MEGA-FLOW		Tenneco Automotive Operating Company Inc.	76/326,615	10/17/2001	2,656,230	12/03/2002	007
UNITED STATES	MEGA-FLOW NOISE BRAKER		Tenneco Automotive Operating Company Inc.	76/158,162	10/27/2000	2,784,634	11/18/2003	007
UNITED STATES	MONROE		Tenneco Automotive Operating Company Inc.	71/560,639	07/02/1948	526,842	06/27/1950	019
UNITED STATES	MONROE		Tenneco Automotive Operating Company Inc.	74/542,869	06/27/1994	1,927,531	10/17/1995	012
UNITED STATES	MONROE		Tenneco Automotive Operating Company Inc.	77/694,437	03/19/2009	3,765,163	03/23/2010	012
UNITED STATES	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	77/694,439	03/19/2009	3,765,164	03/23/2010	012
UNITED STATES	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	74/533,655	06/06/1994	1,914,781	08/29/1995	12

Page 213 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UNITED STATES	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	75/411,270	12/29/1997	2,228,132	03/02/1999	12
UNITED STATES	MONROE BRAKES		Tenneco Automotive Operating Company Inc.	85/106,942	08/13/2010	3,944,164	04/12/2011	12
UNITED STATES	MONROE BRAKES & Design (New Wing)		Tenneco Automotive Operating Company Inc.	77/244,518	08/01/2007	3,432,480	05/20/2008	12
UNITED STATES	MONROE CERAMICS		Tenneco Automotive Operating Company Inc.	78/515,267	11/11/2004	3,410,344	04/08/2008	12
UNITED STATES	MONROE PROSOLUTION		Tenneco Automotive Operating Company Inc.	85/311,714	05/04/2011	4,258,464	12/11/2012	012
UNITED STATES	MONROE REFLEX		Tenneco Automotive Operating Company Inc.	76/059,225	05/22/2000	2,584,470	06/25/2002	012
UNITED STATES	MONROE TOTAL SOLUTION		Tenneco Automotive Operating Company Inc.	85/311,718	05/04/2011	4,672,040	01/13/2015	012
UNITED STATES	MONRO-MAGNUM		Tenneco Automotive Operating Company Inc.	73/097,449	08/23/1976	1,082,431	01/17/1978	012

Page 214 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UNITED STATES	MONRO-MATIC (Stylized)		Tenneco Automotive Operating Company Inc.	71/623,558	01/14/1952	575,157	06/02/1953	12
UNITED STATES	MONRO-MATIC PLUS		Tenneco Automotive Operating Company Inc.	74/396,777	06/01/1993	1,829,341	04/05/1994	012
UNITED STATES	MYRIDE		Tenneco Automotive Operating Company Inc.	77/274,116	09/07/2007	3,870,832	11/02/2010	009
UNITED STATES	NOISEBRAKER		Tenneco Automotive Operating Company Inc.	86/131,181	11/27/2013	4,563,983	07/08/2014	007
UNITED STATES	OESPECTRUM (Stylized)		Tenneco Automotive Operating Company Inc.	77/600,231	10/24/2008	3,737,925	01/12/2010	012
UNITED STATES	PRO-FIT		Tenneco Automotive Operating Company Inc.	73/237,768	11/02/1979	1,153,083	05/05/1981	012
UNITED STATES	QUICK STRUT & Design		Tenneco Automotive Operating Company Inc.	78/744,304	11/01/2005	3,153,807	10/10/2006	012

Page 215 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UNITED STATES	QUICK-FIT		Tenneco Automotive Operating Company Inc.	85/748,249	10/08/2012	4,313,162	04/02/2013	007
UNITED STATES	QUICKLIFT		Tenneco Automotive Operating Company Inc.	85/831,481	01/24/2013	4,395,792	09/03/2013	012
UNITED STATES	QUICK-STRUT		Tenneco Automotive Operating Company Inc.	78/283,198	08/05/2003	3,046,796	01/17/2006	012
UNITED STATES	QUIETCRAWLER		Tenneco Automotive Operating Company Inc.	86/825,534	11/19/2015			07
UNITED STATES	QUIET-FLOW		Tenneco Automotive Operating Company Inc.	75/364,043	09/26/1997	2,237,776	04/06/1999	007
UNITED STATES	RANCHO		Tenneco Automotive Operating Company Inc.	75/152,390	08/19/1996	2,083,927	07/29/1997	012
UNITED STATES	RANCHO & Design		Tenneco Automotive Operating Company Inc.	75/643,076	02/16/1999	2,384,940	09/12/2000	012

Page 216 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UNITED STATES	RANCHO SUSPENSION & Design		Tenneco Automotive Operating Company Inc.	73/612,147	07/31/1986	1,431,882	03/10/1987	12
UNITED STATES	RATTLER		Tenneco Automotive Operating Company Inc.	86/824,321	11/18/2015	4,997,396	07/12/2016	007
UNITED STATES	REFLEX		Tenneco Automotive Operating Company Inc.	77/655,425	01/23/2009	3,854,449	09/28/2010	12
UNITED STATES	RIDE SAFE		Tenneco Automotive Operating Company Inc.	85/675,462	07/12/2012	4,352,855	06/18/2013	035
UNITED STATES	ROCKGEAR		Tenneco Automotive Operating Company Inc.	85/844,355	02/08/2013	4,450,306	12/17/2013	006, 007, 012

Page 217 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UNITED STATES	RS5000		Tenneco Automotive Operating Company Inc.	85/831,492	01/24/2013	4,500,477	03/25/2014	012
UNITED STATES	RS7000		Tenneco Automotive Operating Company Inc.	85/831,499	01/24/2013	4,395,794	09/03/2013	012
UNITED STATES	RS9000		Tenneco Automotive Operating Company Inc.	85/831,502	01/24/2013	4,500,478	03/25/2014	012
UNITED STATES	SAFE & SOUND		Tenneco Automotive Operating Company Inc.	77/279,998	09/14/2007	3,511,024	10/07/2008	36
UNITED STATES	SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY)		Tenneco Automotive Operating Company Inc.	76/345,945	12/07/2001	2,940,417	04/12/2005	012, 035
UNITED STATES	SAM			75/108,113	05/22/1996	2,122,928	12/23/1997	007, 032

Page 218 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UNITED STATES	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	74/061,389	05/21/1990	1,672,986	01/21/1992	12
UNITED STATES	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	74/637,865	02/24/1995	1,949,008	01/16/1996	12
UNITED STATES	SEVERE SOLUTION		Tenneco Automotive Operating Company Inc.	85/727,187	09/12/2012	4,389,546	08/20/2013	012
UNITED STATES	SHOCKTOBER		Tenneco Automotive Operating Company Inc.	85/132,384	09/17/2010	3,938,112	03/29/2011	035
UNITED STATES	SIGNATURE SOUND		Tenneco Automotive Operating Company Inc.	86/187,694	02/07/2014			09, 42
UNITED STATES	SILENTBLOC		Tenneco Automotive Operating Company Inc.	78/307,419	09/30/2003	2,982,899	08/09/2005	007, 017
UNITED STATES	SLE		Tenneco Automotive Operating Company Inc.	76/231,018	03/14/2001	2,976,636	07/26/2005	017
UNITED STATES	SOUND SOLUTION		Tenneco Automotive Operating Company Inc.	85/028,597	05/03/2010	3,919,213	02/15/2011	007
UNITED STATES	SOUNDFIT		Tenneco Automotive Operating Company Inc.	85/227,485	01/27/2011	4,047,020	10/25/2011	007
UNITED STATES	SOUNDFX		Tenneco Automotive Operating Company Inc.	85/755,230	10/16/2012	4,295,834	02/26/2013	007

Page 219 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UNITED STATES	STARLA		Tenneco Automotive Operating Company Inc.	77/433,414	03/27/2008	3,611,274	04/28/2009	007
UNITED STATES	STRUT-MATE		Tenneco Automotive Operating Company Inc.	73/720,915	04/07/1988	1,510,877	11/01/1988	012
UNITED STATES	SUPER TURBO		Tenneco Automotive Operating Company Inc.	85/831,506	01/24/2013	4,438,967	11/26/2013	007
UNITED STATES	TECH-FIT		Tenneco Automotive Operating Company Inc.	86/031,417	08/07/2013	4,739,797	05/19/2015	035
UNITED STATES	TENNECO		Tenneco Automotive Operating Company Inc.	77/694,430	03/19/2009	3,765,161	03/23/2010	012
UNITED STATES	TENNECO		Tenneco Automotive Operating Company Inc.	74/731,906	09/13/1995	2,080,683	07/22/1997	012
UNITED STATES	TENNECO		Tenneco Automotive Operating Company Inc.	73/359,176	04/12/1982	1,251,601	09/20/1983	012

Page 220 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UNITED STATES	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	77/694,434	03/19/2009	3,765,162	03/23/2010	012
UNITED STATES	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	74/731,464	09/13/1995	2,192,498	09/29/1998	007, 012
UNITED STATES	TENNECO DRIVE PROGRAM (Stylized)		Tenneco Automotive Operating Company Inc.	78/718,409	09/22/2005	3,386,425	02/19/2008	041
UNITED STATES	THE SIXTH SENSE FOR YOUR DRIVE		Tenneco Automotive Operating Company Inc.	86/483,485	12/18/2014			012, 035, 040
UNITED STATES	THE TOTAL SOLUTION!		Tenneco Automotive Operating Company Inc.	77/510,243	06/27/2008	3,569,945	02/03/2009	012

Page 221 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UNITED STATES	THIS BIRD IS LOUD AND PROUD		Tenneco Automotive Operating Company Inc.	86/824,313	11/18/2015	4,997,394	07/12/2016	007
UNITED STATES	THRUSH		Tenneco Automotive Operating Company Inc.	72/258,807	11/16/1966	839,099	11/21/1967	012
UNITED STATES	TOTAL SOLUTION		Tenneco Automotive Operating Company Inc.	85/334,136	05/31/2011	4,667,864	01/06/2015	012
UNITED STATES	TRU-FIT		Tenneco Automotive Operating Company Inc.	72/172,958	07/12/1963	772,766	07/07/1964	07
UNITED STATES	TWIN TECHNOLOGY ACTIVE CONTROL SYSTEM & Design		Tenneco Automotive Operating Company Inc.	85/682,580	07/20/2012	4,341,401	05/28/2013	012
UNITED STATES	ULTRA		Tenneco Automotive Operating Company Inc.	78/438,459	06/21/2004	3,412,649	04/15/2008	007
UNITED STATES	ULTRA FLO		Tenneco Automotive Operating Company Inc.	85/831,509	01/24/2013	4,435,275	11/19/2013	007
UNITED STATES	VINTAGE SOUND…TODAY’S POWER		Tenneco Automotive Operating Company Inc.	77/417,287	03/10/2008	3,601,287	04/07/2009	007
UNITED STATES	WALKER		Tenneco Automotive Operating Company Inc.	72/150,376	08/01/1962	759,594	11/05/1963	07

Page 222 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UNITED STATES	WALKER & Design		Tenneco Automotive Operating Company Inc.	72/156,346	10/31/1962	765,014	02/18/1964	06, 07, 08
UNITED STATES	WALKER & Design (New) (black background)		Tenneco Automotive Operating Company Inc.	85/832,899	01/25/2013	4,745,886	06/02/2015	007
UNITED STATES	WALKER HEAVY DUTY & Design		Tenneco Automotive Operating Company Inc.	78/204,386	01/17/2003	3,268,947	07/24/2007	040
UNITED STATES	WALKER HEAVY DUTY MONROE and Design		Tenneco Automotive Operating Company Inc.	78/204,379	01/17/2003	3,059,398	02/14/2006	040

Page 223 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UNITED STATES	WALKER SOUNDFX MUFFLERS & Design		Tenneco Automotive Operating Company Inc.	76/482,035	01/13/2003	2,812,519	02/10/2004	007
UNITED STATES	XNOX		Tenneco Automotive Operating Company Inc.	86/059,148	09/09/2013	4,498,168	03/18/2014	007, 042
URUGUAY	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	412001	02/28/1991	242521	08/17/2000	6, 12, 16, 19
URUGUAY	DYNOMAX & Design		Tenneco Automotive Operating Company Inc.	392226	09/03/1996	289518	06/05/1998	07
URUGUAY	GAS-MATIC		Tenneco Automotive Operating Company Inc.	207955	09/24/1985	369029	05/22/1986	12

Page 224 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
URUGUAY	MONROE		Tenneco Automotive Operating Company Inc.	137777	10/29/1965	368464	03/22/1966	12
URUGUAY	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	96121	09/10/1975	369031	04/21/1976	12
URUGUAY	RANCHO		Tenneco Automotive Operating Company Inc.	409220	05/09/1997	289319	04/11/2000	12
URUGUAY	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	376915	12/29/2006	376915	03/05/2008	12
URUGUAY	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	374299	02/24/1995	374299	01/15/1997	12
URUGUAY	TENNECO		Tenneco Automotive Operating Company Inc.	185080	05/04/1982	467925	09/10/1985	07, 12
URUGUAY	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	281341	09/22/1995	378733	06/05/1997	12
URUGUAY	WALKER		Tenneco Automotive Operating Company Inc.	463905	04/14/2015			07
UZBEKISTAN	GAS-MATIC		Tenneco Automotive Operating Company Inc.	9300974.4	01/31/1992	3888	01/31/1992	12
UZBEKISTAN	LOAD-LEVELER LEVEL LIGHT & Design		Tenneco Automotive Operating Company Inc.	MBGU93008273	10/29/1993	4010	04/09/1996	12

Page 225 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
UZBEKISTAN	MONROE		Tenneco Automotive Operating Company Inc.	MGU20000957	10/24/2000	MGU10728	10/11/2001	07, 12
UZBEKISTAN	MYRIDE		Tenneco Automotive Operating Company Inc.	MGU20071981	12/13/2007	MGU16895	07/09/2008	09
UZBEKISTAN	RANCHO		Tenneco Automotive Operating Company Inc.	MGU20000956	10/24/2000	MGU10725	10/05/2001	07, 12
UZBEKISTAN	TENNECO		Tenneco Automotive Operating Company Inc.	MBG95016823	09/22/1995	UZ6392	06/09/1997	12, 42
UZBEKISTAN	TENNECO		Tenneco Automotive Operating Company Inc.	MBGU93027073	11/12/1993	1486	09/26/1994	07, 12
UZBEKISTAN	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	95016813	09/22/1995	UZ6393	06/09/1997	12, 42
UZBEKISTAN	VAN-MAGNUM		Tenneco Automotive Operating Company Inc.	MBGU93012633	11/16/1993	4000	04/08/1996	012
UZBEKISTAN	WALKER		Tenneco Automotive Operating Company Inc.	MGU20000955	10/24/2000	MGU11112	04/11/2002	07, 12
VANUATU (NEW HEBRIDES)	MONROE		Tenneco Automotive Operating Company Inc.	775	06/04/1973	775	06/04/1973	12
VANUATU (NEW HEBRIDES)	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	946	06/02/1994	946	06/02/1994	12

Page 226 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
VANUATU (NEW HEBRIDES)	TENNECO		Tenneco Automotive Operating Company Inc.	902	03/26/1996	902	03/26/1996	12
VANUATU (NEW HEBRIDES)	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	10295	09/20/1995	10295	09/20/1995	06, 12, 16, 21
VENEZUELA	DESIGN (Firm Grip)		Tenneco Automotive Operating Company Inc.	00138791	01/29/1991	165167F	07/18/1994	8
VENEZUELA	GAS-MATIC		Tenneco Automotive Operating Company Inc.	2007023693	10/01/2007	P288072	08/13/2008	12
VENEZUELA	MAX-AIR		Tenneco Automotive Operating Company Inc.	6159	05/04/1973	76351F	08/06/1974	12
VENEZUELA	MONROE		Tenneco Automotive Operating Company Inc.	15299	09/18/1959	F39540	03/08/1961	19
VENEZUELA	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	3806	05/20/1982	F113975	09/20/1985	23

Page 227 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
VENEZUELA	MONRO-MAGNUM		Tenneco Automotive Operating Company Inc.	200114130	08/07/2001	P261851	09/26/2005	12
VENEZUELA	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	1986017177	12/04/1986	F141151	03/04/1991	19
VENEZUELA	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	200113194	07/26/2001	P259107	04/15/2005	12
VENEZUELA	MONRO-MAX		Tenneco Automotive Operating Company Inc.	829571	08/31/1987	F070278	09/06/1972	12
VENEZUELA	RANCHO		Tenneco Automotive Operating Company Inc.	00324596	03/12/1996	226923P	01/13/2000	12
VENEZUELA	RANCHO QUICK LIFT		Tenneco Automotive Operating Company Inc.	200629885	12/27/2006	P281135	09/05/2007	12
VENEZUELA	SENSA-TRAC		Tenneco Automotive Operating Company Inc.	9512838	08/25/1995	P193672	01/03/1997	12
VENEZUELA	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	1995014624	09/21/1995	196994	05/09/1997	12
VENEZUELA	WALKER		Tenneco Automotive Operating Company Inc.	08-7597	04/22/2008	290965P	12/30/2008	007
VIETNAM	GAS-MATIC		Tenneco Automotive Operating Company Inc.	4199002181	07/10/1990	2085	01/10/1991	12
VIETNAM	MONROE		Tenneco Automotive Operating Company Inc.	4199002182	07/10/1990	2086	01/10/1991	12

Page 228 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
VIETNAM	MONROE & Design (New Wing)		Tenneco Automotive Operating Company Inc.	4199002179	07/10/1990	2083	01/10/1991	12
VIETNAM	MONRO-MATIC		Tenneco Automotive Operating Company Inc.	4199002180	07/10/1990	2084	01/10/1991	12
VIETNAM	TENNECO		Tenneco Automotive Operating Company Inc.	22719	04/29/1995	19166	11/23/1995	12
VIETNAM	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	24988	09/22/1995	21123	06/19/1996	12
WIPO	G & Design		Tenneco GmbH			432000	08/09/1977	07, 12
WIPO	KINETIC		Kinetic Pty Ltd			980516	04/09/2008	12, 42

Page 229 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
WIPO	KINETIC (Logo)		Kinetic Pty Ltd			980515	04/09/2008	12, 42
WIPO	KINETIC (Stylized) and KINETIC - Series Mark		Kinetic Pty Ltd			829372	02/04/2004	09, 12
YEMEN	TENNECO		Tenneco Automotive Operating Company Inc.	7417	09/21/1995	5920	12/23/1996	12
YEMEN	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	7427	09/21/1995	5930	12/23/1996	12
ZAMBIA	GAS-MATIC		Tenneco Automotive Operating Company Inc.	3785	02/13/1985	3785	10/04/1985	12
ZIMBABWE (RHODESIA)	GAS-MATIC		Tenneco Automotive Operating Company Inc.	285	01/02/1985	285	04/09/1985	12
ZIMBABWE (RHODESIA)	TENNECO		Tenneco Automotive Operating Company Inc.	136095	09/22/1995	TMT19951360	07/01/1996	12

Page 230 of 231

Country	Mark	Image	Owner Name	Application #	File Date	Reg#	Reg Date	Classes
ZIMBABWE (RHODESIA)	TENNECO & Design (Horizon)		Tenneco Automotive Operating Company Inc.	137095	09/22/1995	137095	06/24/1996	12

Page 231 of 231

SCHEDULE 7

COMMERCIAL TORT CLAIMS

None.

Schedule 7-1

Annex 1 to

Guarantee and Collateral Agreement

ASSUMPTION AGREEMENT, dated as of              , 201  , made by                     , a                      corporation (the “Additional Grantor”), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.

W I T N E S S E T H :

WHEREAS, Tenneco Inc. (the “Company”), Tenneco Automotive Operating Company Inc., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders, Citibank, N.A., Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, N.A., as documentation agents, Bank of America, N.A. and Barclays Bank PLC, as syndication agent, and the Administrative Agent have entered into the Credit Agreement, initially dated as of September 30, 1999, as amended, and as amended and restated pursuant to the Fifth Amended and Restated Credit Agreement dated as of May 12, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, in connection with the Credit Agreement, the Company and certain of its Affiliates (other than the Additional Grantor) have entered into the Guarantee and Collateral Agreement, dated as of November 4, 1999 (as amended and restated as of May 12, 2017 and as further amended, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”) in favor of the Administrative Agent for the benefit of the Lenders;

WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; and

WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement;

NOW, THEREFORE, IT IS AGREED:

1. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Guarantee and Collateral Agreement.

The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

2. Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

[ADDITIONAL GRANTOR]
By:
	Name:
	Title:

Annex 1-A to

Assumption Agreement

Supplement to Schedule 1

Supplement to Schedule 2

Supplement to Schedule 3

Supplement to Schedule 4

Supplement to Schedule 5

Supplement to Schedule 6

Supplement to Schedule 7

EX-99.1

Exhibit 99.1

news release

TENNECO AMENDS AND RESTATES ITS SENIOR CREDIT FACILITY

Lake Forest, Illinois, May 15, 2017 — Tenneco Inc. (NYSE: TEN) announced today that it has entered into an amendment and restatement to refinance its existing $1.464 billion senior credit facility with a new $2.0 billion senior credit facility. This refinancing, which closed earlier today, will enhance Tenneco’s financial flexibility by increasing the size and extending the term of its revolving credit facility and term loan facility.

The new senior credit facility consists of a $1.6 billion revolving credit facility and a $400 million term loan A facility, and replaces Tenneco’s former $1.2 billion revolving credit facility and $264 million term loan A facility. The revolving credit facility and the term loan A facility will each mature on May 12, 2022. The term loan A facility is payable in 20 consecutive quarterly installments, commencing September 30, 2017, with 5% being paid in each of the first two years, 7.5% in the third year, 10% in the fourth year and 72.5% in the final year. Proceeds from the new term loan A and revolving credit facilities will be used to refinance the loans outstanding under the prior senior credit facility, to pay fees and expenses relating to the refinancing transaction and for general corporate purposes.

“We are pleased to close on this refinancing, which increases the size and extends the maturity profile of our senior credit facility,” said Gregg Sherrill, chairman and CEO, Tenneco. “This new credit facility significantly enhances Tenneco’s financial flexibility and supports our continued investments to accelerate growth in both product lines.”

Tenneco expects to incur total fees and expenses of approximately $9 million in connection with the amendment and restatement. Those fees and expenses will be capitalized and amortized over the term of the credit facility. In addition, Tenneco expects to record approximately $1 million in non-recurring pre-tax charges related to refinancing the senior credit facility in the second quarter of 2017.

Tenneco is an $8.6 billion global manufacturing company with headquarters in Lake Forest, Illinois and approximately 31,000 employees worldwide. Tenneco is one of the world’s largest designers, manufacturers and marketers of clean air and ride performance products and systems for automotive and commercial vehicle original equipment markets and the aftermarket. Tenneco’s principal brand names are Monroe®, Walker®, XNOx™ and Clevite®Elastomers.

The disclosures herein include statements that are “forward looking” within the meaning of federal securities law. The forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements.

Contacts:
Linae Golla	Bill Dawson
Investor inquiries	Media inquiries
847 482-5162	847 482-5807