Exhibit 10.6
 
 EXECUTION VERSION
  
 GUARANTEE AND COLLATERAL AGREEMENT
 
 made by
 
 PAPERWEIGHT DEVELOPMENT CORP.,
 
 APPLETON PAPERS INC.,
 
 and certain of its Subsidiaries
 
 in favor of
 
 FIFTH THIRD BANK,
 
 as Administrative Agent
 
 Dated as of February 8, 2010


TABLE OF CONTENTS
 
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GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 8, 2010, 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 Fifth Third Bank, as Administrative Agent (in such capacity, the "Administrative Agent") for the banks, financial institutions and other entities (the "Lenders") from time to time parties to the Credit Agreement, dated as of the date hereof (as amended, restated, supplemented and/or otherwise modified from time to time, the "Credit Agreement"), among Appleton Papers Inc., a Delaware corporation (the "Borrower"), Paperweight Development Corp., a Wisconsin corporation ("Holdings"), the Administrative Agent and the Lenders.
 
 W I T N E S S E T H:
 
 WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;
 
 WHEREAS, the 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 will be used in part (i) to repay certain existing indebtedness and (ii) to enable the Borrower to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses;
 
 WHEREAS, the Borrower and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement; and
 
 WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Administrative Agent and Lenders;
 
 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 Borrower thereunder, each Grantor hereby agrees with the Administrative Agent for the ratable benefit of the Administrative Agent and Lenders, 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: Account, Certificated Security, Chattel Paper, Commercial Tort Claim, Document, Equipment, Farm Products, General Intangible, Instruments, Inventory, Letter-of-Credit Right and Supporting Obligation.


(b)  The following terms shall have the following meanings:
 
 "Agreement": this Guarantee and Collateral Agreement, as the same may be amended, restated, supplemented and/or otherwise modified from time to time.
 
 "Borrower Credit Agreement Obligations": with respect to the Borrower, the collective reference to the unpaid principal of and interest on the Loans and Reimbursement Obligations and all other obligations and liabilities of the Borrower (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 the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or 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 or any other document made, delivered or given in connection therewith, 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 the Borrower pursuant to the terms of any of the foregoing agreements).
 
 "Borrower Obligations": with respect to the Borrower, the collective reference to (i) the Borrower Credit Agreement Obligations, (ii) the Secured Hedge Agreement Obligations, (iii) Secured Cash Management Obligations and (iv) all other obligations and liabilities of the Loan Parties to the Administrative Agent or 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 (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by the Borrower pursuant to the terms of this Agreement).
 
 "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.
 
 "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 or any other similar authority throughout the world, (ii) all rights corresponding thereto throughout the world and (iii) the right to obtain all extensions and renewals thereof.
 
 "Copyright Licenses": any written or oral agreement naming any Grantor as licensor or licensee (including, without limitation, those listed in Schedule 6), granting any right
 
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under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.
 
 "Credit Agreement Collateral": all "Collateral" under, and as defined in, the Credit Agreement.
 
 "Deposit Account": as defined in the New York UCC and, in any event, including, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution. The Deposit Accounts of the Grantors as of the Closing Date are listed on Schedule 8.
 
 "Excluded Stock": means all interests of the Borrower or any Grantor in any of their respective Subsidiaries that are not a Domestic Subsidiary and are not a Guarantor (as such term is defined in the Credit Agreement).
 
 "Governmental Authority": the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.
 
 "Guarantor Obligations": with respect to any Guarantor, the collective reference to (i) the Borrower Credit Agreement Obligations, (ii) the Secured Hedge Agreement Obligations, (iii) the Secured Cash Management Obligations and (iv) all other obligations and liabilities of such Guarantor to the Administrative Agent or any Lender 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, in each case whether on account of guarantee obligations, 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 such Guarantor pursuant to the terms of this Agreement or any other Loan Document).
 
 "Guarantors": the collective reference to each Grantor other than the Borrower.
 
 "Intellectual Property": the collective reference to all rights, priorities and privileges relating to intellectual property or similar proprietary rights, 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, the Trademark Licenses, Trade Secrets and Trade Secret Licenses and all rights thereto throughout the world including, without limitation, all claims, causes of action, defenses arising out of or related to any of the foregoing and the right to sue at law or in equity for any past, present and future infringement, misappropriation, misuse, dilution or other impairment thereof, including the right to receive all proceeds and damages from all of the foregoing.
 
 "Intercompany Note": any promissory note evidencing loans made by any Grantor to Holdings or any of its Subsidiaries.
 
 "Intercreditor Agreement": as defined in Section 3.
 
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"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 and (ii) whether or not constituting "investment property" as so defined in the preceding clause (i), all Pledged Notes and all Pledged Stock.
 
 "Issuers": the collective reference to each issuer of any Investment Property.
 
 "New York UCC": the Uniform Commercial Code as from time to time in effect in the State of New York.
 
 "Obligations": in the case of any Grantor, such Person's (i) Borrower Obligations and/or (ii) Guarantor Obligations.
 
 "Patent License": all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 6.
 
 "Patents": (i) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof, 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 reissues, extensions, renewals, reexaminations, divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 6, (iii) all invention disclosures, utility models or similar industrial property rights and (iv) all rights corresponding thereto throughout the world, including rights to obtain any reissues or extensions of the foregoing.
 
 "Permitted Unperfected Account": with respect to any Grantor, any Deposit Account or Securities Account of such Grantor (a) that contains a balance of deposits equal to or less than $10,000; provided that such Deposit Account or Securities Account shall not cease to be a Permitted Unperfected Account if it contains a balance greater than $10,000 for not longer than 2 consecutive Business Days and provided that the balance of deposits in all such Deposit Accounts and Securities Accounts of the Grantors and all other Guarantors combined shall not exceed $100,000 in the aggregate at any time, (b) with respect to Deposit Accounts only, is used solely as (i) a payroll account, (ii) an employee benefit account, (ii) an operating expenses disbursement account that is zero-balanced on a daily basis, (iii) a sub-concentration account that is zero-balanced on a daily basis, or (iii) a fiduciary or trust account; or (c) as to which the Administrative Agent otherwise agrees that no control agreement need be obtained. The Permitted Unperfected Accounts of the Grantors as of the Closing Date are so indicated on Schedule 8. Notwithstanding the foregoing, no "Notes Priority Collateral Account" (as such term is defined in the First Lien Note Indenture) shall in any event constitute a "Permitted Unperfected Account" for purposes of this Agreement.
 
 "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).
 
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"Pledged Stock": the shares of Capital Stock listed on Schedule 2, together with any other shares, stock certificates, options, interests 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; provided that such term shall not, in any case, include any Excluded Stock.
 
 "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.
 
 "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).
 
 "Requirement of Law": as to any Person, the certificate or articles 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.
 
 "Secured Cash Management Obligations": the collective reference to all obligations and liabilities of a Loan Party (including, without limitation, interest accruing at the then applicable rate provided in any Secured Cash Management Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to a Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to any Cash Management Bank, 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, any Secured Cash Management Agreement or any other document made, delivered or given in connection therewith, 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 relevant Lender or affiliate thereof that are required to be paid by any Loan Party pursuant to the terms of any Secured Cash Management Agreement).
 
 "Secured Hedge Agreement Obligations": the collective reference to all obligations and liabilities of a Loan Party (including, without limitation, interest accruing at the then applicable rate provided in any Secured Hedge 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 any Hedge Bank, 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, any Secured Hedge Agreement or any other document made, delivered or given in connection therewith, 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 relevant Lender or affiliate thereof that are required to be paid by the Borrower pursuant to the terms of any Secured Hedge Agreement).
 
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"Securities Account": as defined in the New York UCC. The Securities Accounts of the Grantors as of the Closing Date are listed on Schedule 8.
 
 "Securities Act": the Securities Act of 1933, as amended.
 
 "Trade Secret Licenses" means any and all written or oral agreements granting any right in or to Trade Secrets (whether a Grantor is licensee or licensor thereunder).
 
 "Trade Secrets" means all trade secrets, as recognized under applicable local law, whether or not reduced to a writing or other tangible form, now or hereafter in force, owned or used in, or contemplated at any time for use in, the business of any Grantor, including with respect to any and all of the foregoing: (i) all documents and things embodying, incorporating, or referring in any way thereto, (ii) all rights to sue for past, present and future infringement thereof, (iii) all claims, damages, and proceeds of suit arising therefrom, and (iv) all payments and royalties and rights to payments and royalties arising out of the sale, lease, license, assignment, or other dispositions thereof.
 
 "Trademark License": any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 6.
 
 "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 extensions and renewals thereof. Notwithstanding the foregoing, the Trademarks shall not include any "intent-to-use" applications for trademark or service mark registrations filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. Section 1051, unless and until an Amendment to Allege Use or a Statement of Use under Section 1(c) or Section 1(d) of the Lanham Act has been filed, to the extent that any assignment of an "intent-to-use" application prior to such filing would violate the Lanham Act or cause the trademark that is the subject thereof to be invalidated or abandoned.
 
 1.2  Other Definitional Provisions.
 
 (a)  The words "hereof," "herein," "hereto" 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 and Schedule references are to this Agreement unless otherwise specified.
 
 (b)  The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.
 
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(c)  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.
 
 (d)  Unless the context otherwise requires, any Cash Management Bank or Hedge Bank which is party to a Secured Hedge Agreement or a Secured Cash Management Agreement shall be deemed to be a "Lender" for purposes of this Agreement.
 
 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 Administrative Agent and the Lenders and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations.
 
 (b)  Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder 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).
 
 (c)  Each Guarantor agrees that the 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 Obligations 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 Borrower may be free from any Obligations.
 
 (e)  No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, 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 Borrower Obligations shall be deemed to release the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. Notwithstanding the foregoing, in no event shall the Guarantors be liable for payment of any amount in excess of the then outstanding Borrower Obligations and, without duplication, Guarantor Obligations.
 
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2.2  Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each 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 Guarantor to the Administrative Agent and the Lenders, and each Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such 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 the Borrower 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 Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower 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 Borrower on account of the Borrower Obligations are paid in full, 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 Borrower Obligations shall not have been paid in full, 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 endorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.
 
 2.4  Amendments, etc. with respect to the Borrower 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 Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by such Agent or such Lender and any of the Borrower Obligations continued, and the Borrower 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 Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor the Lenders shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower 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 Borrower 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 Borrower 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 Borrower and any of the Guarantors, 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 the Borrower or any of the Guarantors with respect to the Borrower 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 Borrower 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 the Borrower 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 the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower 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 the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower 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 the Borrower, 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, but not be limited to 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 of the Borrower 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 the Borrower 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, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.
 
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2.7  Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars in accordance with the direction of the Administrative Agent.
 
 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 Administrative Agent and the Lenders, 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 contracts;
 
 (d)  all Deposit Accounts;
 
 (e)  all Documents;
 
 (f)  all Equipment;
 
 (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 books and records pertaining to the Collateral;
 
 (n)  those certain Commercial Tort Claims of the Obligors set forth on Schedule 7 attached hereto; and
 
 (o)  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;
 
 provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that
 
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(x) such grant of a security interest is prohibited by any Requirement of Law, requires a consent not obtained of any Governmental Authority pursuant to any such Requirement of Law or is prohibited by, or constitutes a breach or default under, or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the applicable terms in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law or (y) such property constitutes "Collateral" under and as defined in the Fox River Security Agreement;
 
 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ALL TERMS OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE REPRESENTATIONS AND WARRANTIES MADE HEREIN, THE LIENS AND SECURITY INTERESTS GRANTED TO THE ADMINISTRATIVE AGENT PURSUANT TO THIS AGREEMENT, THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT AND LENDERS HEREUNDER, ALL OTHER RIGHTS AND BENEFITS AFFORDED HEREUNDER TO THE ADMINISTRATIVE AGENT AND THE LENDERS AND ALL OBLIGATIONS OF THE BORROWER AND OTHER GRANTORS HEREUNDER) ARE SUBJECT IN ALL RESPECTS TO THE TERMS, CONDITIONS AND PROVISIONS OF THAT CERTAIN INTERCREDITOR AGREEMENT, DATED AS OF FEBRUARY 8, 2010 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF, THE "INTERCREDITOR AGREEMENT") BY AND AMONG FIFTH THIRD BANK, AS RCF REPRESENTATIVE FOR THE BENEFIT OF THE RCF SECURED PARTIES (AS DEFINED THEREIN), U.S. BANK NATIONAL ASSOCIATION, AS NOTE REPRESENTATIVE FOR THE NOTE SECURED PARTIES (AS DEFINED THEREIN), FIFTH THIRD BANK, IN ITS CAPACITY AS FIRST LIEN REPRESENTATIVE (AS DEFINED THEREIN), AND CERTAIN OTHER PERSONS PARTY OR THAT MAY BECOME PARTY THERETO FROM TIME TO TIME. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THE TERMS OF THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.
 
 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 their respective extensions of credit to the Borrower thereunder, each Grantor hereby represents and warrants to each Agent and each Lender that:
 
 4.1  Representations in Credit Agreement. In the case of each Guarantor, the representations and warranties set forth in Article V of the Credit Agreement as they relate to such Guarantor or to the Loan Documents to which such Guarantor is a party, each of which is hereby incorporated herein by reference, are true and correct, and each Agent and each Lender shall be entitled to rely on each of them as if they were fully set forth herein, provided that each reference in each such representation and warranty to the Borrower's knowledge shall, for the purposes of this Section 4.1, be deemed to be a reference to such Guarantor's knowledge.
 
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4.2  Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Administrative Agent and the Lenders pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns its Collateral in all material respects free and clear of any and all Liens or claims of others. For the avoidance of doubt, it is understood and agreed that any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a "Lien" or a "claim" on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, Lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.
 
 4.3  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 (including obtaining "control" (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Investment Property and, to the extent requested in writing by the Administrative Agent, Letter-of-Credit Rights (which, in the case of all filings and other documents referred to on said Schedule, unless otherwise noted, have been delivered to the Administrative Agent in completed and, where applicable, duly executed form) will constitute valid perfected security interests (to the extent perfection of security interests therein may be perfected by filing of UCC-1 financing statements and/or filings with the United States Patent and Trademark Office and United States Copyright Office, possession by the Administrative Agent of the respective Investment Property or "control" of Deposit Accounts and Securities Accounts) in all of the Collateral (excluding Letter-of-Credit Rights where written request has not been made by the Administrative Agent) in favor of the Administrative Agent, for the ratable benefit of the Administrative Agent and 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, other than purchasers in the ordinary course of business, and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Credit Agreement and other Liens which have priority over the Liens granted hereunder on the Collateral by operation of law. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, but nonetheless subject to the terms of the Intercreditor Agreement, with respect to Letter-of-Credit Rights where the relevant Grantor has been requested by the Administrative Agent to obtain "control" of same, the respective Grantor shall have a reasonable period of time to comply with such request and such "control" shall not be required if the respective Grantor is unable to obtain any required consents for such "control" after using commercially reasonable efforts to obtain same, and unless and until "control" of the respective Letter-of-Credit Rights is obtained in accordance with the above provisions of this Section 4.3 (including this sentence), there shall be no violation of any representation or warranty or covenant contained in this Agreement as a result thereof.
 
 4.4  Jurisdiction of Organization; Chief Executive Office. On the date hereof, such Grantor's 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 business or principal residence, as the case may be, are specified on Schedule 4.
 
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4.5  Inventory and Equipment. On the date hereof, except where the value of such Inventory and Equipment at any one location does not exceed $250,000 in the aggregate for the Grantors and all other Guarantors combined, all of the Grantors' Inventory and Equipment (other than goods in transit) is kept at the locations listed on Schedule 5.
 
 4.6  Farm Products. None of the Collateral constitutes, or is the Proceeds of, Farm Products.
 
 4.7  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, except for Excluded Stock.
 
 (b)  On the date hereof, 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 issued by a Loan Party 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 in favor of, or claims of, any other Person, except the security interest created by this Agreement and as otherwise would not violate the applicable requirements of the Credit Agreement.
 
 4.8  Receivables.
 
 (a)  Except to the extent that such amounts so payable to Grantors and the other Guarantors combined do not exceed $50,000 in aggregate, no amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper that has not been delivered to the Administrative Agent..
 
 (b)  As of the date hereof, not more than ten percent (10%) of the Receivables have a Governmental Authority as an obligor.
 
 4.9  Intellectual Property.
 
 (a)  Schedule 6 lists all registered and applied for Patents, Trademarks and Copyrights in the United States that are owned by such Grantor in its own name on the date hereof. As of the date hereof, all Intellectual Property owned by such Grantor and set forth on Schedule 6 is valid, in full force and effect, subsisting, unexpired and enforceable, and has not been abandoned. The business of such Grantor and the use of any Intellectual Property in connection therewith, does not infringe, misappropriate, dilute or violate the intellectual property rights of any third Person. There are no pending or, to such Grantor's knowledge, threatened
 
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claims of infringement, misappropriation, dilution or violation by Grantor of any third Person's intellectual property rights, and there are no facts or circumstances that such Grantor reasonably believes are likely to form the basis for any such claim, and such Grantor has not received written notice of any such claim
 
 (b)  Except as set forth in Schedule 6, on the date hereof 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.
 
 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, no Letter of Credit shall be outstanding and the Commitments shall have terminated:
 
 5.1  Covenants in Credit Agreement. In the case of each Guarantor, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Subsidiaries.
 
 5.2  Delivery of Instruments, Certificated Securities and Chattel Paper. Except to the extent that such amounts so payable to Grantors and the other Guarantors combined do not exceed $50,000 in aggregate, if any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall be promptly delivered to the Administrative Agent, duly endorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement.
 
 5.3  Maintenance of Insurance.
 
 (a)  Such Grantor will maintain, with financially sound and reputable companies, insurance policies, in accordance with the terms of the Credit Agreement, (i) insuring the Inventory and Equipment against loss by fire, explosion, theft and such other casualties in accordance with the terms of the Credit Agreement and (ii) insuring such Grantor against liability for personal injury and property damage relating to such Inventory and Equipment.
 
 (b)  All such insurance shall (i) provide for not less than 30 days' prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance (to the extent such provision is obtainable using commercially reasonably efforts) and (ii) name the Administrative Agent as an additional insured and/or loss payee, as applicable.
 
 (c)  The Borrower shall deliver to the Administrative Agent, substantially concurrently with the annual renewal of each insurance policy covered by the certificates of insurance delivered on the Closing Date pursuant to Section 4.01(a)(xi) of the Credit Agreement, updated insurance certificates with respect to each such insurance policy and, in addition, such supplemental information with respect to each such insurance policy as the Administrative Agent may from time to time reasonably request.
 
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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 (but only to the extent that such security interest can be perfected by filing a filing a financing statements under the Uniform Commercial Code (or other similar laws) or obtaining "control" (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts (other than Permitted Unperfected Accounts) or Investment Property) having at least the priority described in Section 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever (other than Persons with prior Liens permitted under clause (b) of Section 4.3), subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral.
 
 (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 and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail.
 
 (c)  At any time and from time to time, upon the reasonable 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 (ii) in the case of Investment Property, Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Letter-of-Credit Rights (but, in the case of such Letter-of-Credit Rights, only after written request from the Administrative Agent and subject to the last sentence of Section 4.3) 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 and (iii) in the case of Intellectual Property, filings to the United States Patent and Trademark Office, the United States Copyright Office or other similar authority in any jurisdiction in the world.
 
 5.5  Changes in 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 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 from that referred to in Section 4.4; or
 
 (ii)  change its name.
 
 5.6  Notices. Such Grantor will advise the Administrative Agent and the Lenders promptly, in reasonable detail, of the occurrence of any event which could reasonably be
 
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expected to have a material adverse effect on the aggregate value of the Credit Agreement 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 Capital 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 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 endorsed 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 to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. If an Event of Default has occurred and is continuing, any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of, or as a distribution of capital by, 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 property (if an Event of Default has occurred and is continuing) or any Investment 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. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor (when otherwise required to be paid or delivered over to the Administrative Agent as set forth above), 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) if an Event of Default has occurred and is continuing, vote to enable, or take any other action to permit, any Issuer to issue any Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Capital Stock of any nature of any Issuer, (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 otherwise permitted in the Credit Agreement or (iv) enter into any agreement or undertaking, other than as permitted under the Credit Agreement, 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 and (ii) the terms of Section 6.3(c) shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) with respect to the Investment Property issued by it.
 
 5.8  Receivables.
 
 (a)  Other than in the ordinary course of business, such Grantor will not, with respect to any material portion of the Receivables, (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 materially 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 challenges the validity or enforceability of more than five percent (5%) of the aggregate amount of the then outstanding Receivables.
 
 (c)  If, as of any fiscal quarter end occurring after the Closing Date, the Grantors determine that more than ten percent (10%) of Receivables (in the aggregate for all Grantors) have a Governmental Authority as an obligor, then the Grantors shall so notify the Administrative Agent (such notice to be given substantially concurrently with the delivery of the quarterly financial statements required pursuant to Section 6.01(b) of the Credit Agreement) and, upon the reasonable request of the Administrative Agent,  promptly take such steps as may be necessary to comply with any applicable federal assignment of claims laws and other comparable laws.
 
 5.9  Intellectual Property.
 
 (a)  Except as would not have a material adverse effect on the aggregate value of the Credit Agreement Collateral, such Grantor will (i) continue to use each 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 Administrative Agent and the Lenders, shall obtain a perfected security interest in such mark pursuant to this Agreement, and (v) not do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way.
 
 (b)  Except as would not have a material adverse effect on the aggregate value of the Credit Agreement Collateral, such Grantor will not do any act, or omit to do any act, whereby any Patent may become forfeited, abandoned or dedicated to the public.
 
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(c)  Except as would not have a material adverse effect on the aggregate value of the Credit Agreement Collateral, such Grantor (i) will employ each Copyright and (ii) will not do any act or knowingly omit to do any act whereby any Copyright may become invalidated or otherwise impaired. Such Grantor will not do any act whereby any Copyright may fall into the public domain, to the extent such Copyright is material to the aggregate value of the Credit Agreement Collateral.
 
 (d)  Except as would not have a material adverse effect on the aggregate value of the Credit Agreement Collateral, such Grantor will not do any act that knowingly uses any Intellectual Property to infringe the intellectual property rights of any other Person.
 
 (e)  Such Grantor will promptly notify the Administrative Agent and the Lenders if it knows, or has reason to know, that any application or registration relating to any 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 Intellectual Property or such Grantor's right to register the same or to own and maintain the same, in each case to the extent such Intellectual Property is material to the aggregate value of the Credit Agreement Collateral.
 
 (f)  Whenever such Grantor, either by itself or through the Administrative 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 in accordance with Section 6.02(a)(iii)(y) of the Credit Agreement. Upon reasonable 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' and the Lenders' security interest in any Copyright, Patent or Trademark and the goodwill 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 Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability, in each case to the extent such Intellectual Property is material to the aggregate value of the Credit Agreement Collateral.
 
 (h)  In the event that any 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) promptly notify the Administrative Agent after it learns thereof, in each case to the extent such Intellectual Property is material to the aggregate value of the Credit Agreement Collateral.
 
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(i)  Upon the occurrence and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals from the licensor of each Copyright License, Patent License, Trade Secret License or Trademark License to effect the assignment or sublicense of all of such Grantor's right, title and interest thereunder to the Grantee or its designee for the benefit of the Grantees in accordance with this Agreement or the Credit Agreement.
 
 5.10  Commercial Tort Claims. Each Grantor shall (i) forward to the Administrative Agent written notification (such notice to be given substantially concurrently with the delivery of the quarterly financial statements required pursuant to Section 6.01(b) of the Credit Agreement) of any and all Commercial Tort Claims where the expected recovery could reasonably be expected to be in an amount in excess of $200,000, including, but not limited to, any and all actions, suits and proceedings before any court or Governmental Authority by or affecting such Grantor or any of its Subsidiaries and (ii) if and to the extent requested by the Administrative Agent in writing, execute and deliver such statements, documents and notices and do and cause to be done all such things as may be required by the Administrative Agent, or required by law, including all things which may from time to time be necessary under the UCC to fully create, preserve,  perfect and protect the priority of the Administrative Agent's security interest in any such Commercial Tort Claims.
 
 5.11  Cash Management Systems.
 
 (a)  On or prior to the Closing Date, the Borrower shall have established and shall thereafter maintain in existence one or more lockboxes (each a "Lockbox") with the Administrative Agent or such other Lender as shall be reasonably acceptable to the Administrative Agent (each a "Depositary Account Bank") and shall instruct all account debtors on the Borrower's Accounts to remit all payments to a Lockbox. All payments remitted by account debtors of the Borrower to any Lockbox, all other amounts received by the Borrower from any account debtor and all other cash received by the Borrower from any other source shall in each case upon receipt thereof be deposited into a Deposit Account.
 
 (b)  Each Deposit Account or Securities Account of the Borrower or any other Grantor that is not a Permitted Unperfected Account (each such Deposit Account, a "Controlled Deposit Account," and each such Securities Account, a "Controlled Securities Account," Controlled Securities Accounts together with Controlled Deposit Accounts may sometimes be referred to herein individually as a "Controlled Account" and, collectively, as "Controlled Accounts") shall be maintained with a Depositary Account Bank.
 
 (c)  On or prior to the Closing Date, the Borrower and each other Grantor shall have entered into a deposit account control agreement or securities account control agreement in form and substance satisfactory to the Administrative Agent with respect to each Controlled Account with the respective Depositary Account Bank and in favor of the Administrative Agent (each an "Account Control Agreement"), which, in the case of Account Control Agreements with respect to Controlled Deposit Accounts, shall provide that, among other things, (i) upon the occurrence and during the continuance of an Event of Default or (ii) upon the commencement and during the continuance of an Availability Trigger Period, all available amounts held in each Controlled Deposit Account maintained at such Depositary Account Bank shall be wired on each
 
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Business Day into an account (the "Administrative Agent Account") maintained by the Administrative Agent; provided, that the Administrative Agent hereby agrees that it will not give any instructions under any Account Control Agreement unless and until an Event of Default shall have occurred and be continuing or the occurrence of an Availability Trigger Period. All amounts swept and wired into an Administrative Agent Account pursuant to any Account Control Agreement during the continuance of an Availability Trigger Period shall, subject to Section 6.5 if an Event of Default shall have occurred and be continuing and subject to the Administrative Agent's election to subject such amounts to Section 6.5, be applied first to reduce that portion of the Obligations consisting of the then aggregate outstanding balance of the Loans, L/C Borrowings and all other Obligations, second to Cash Collateralize that portion of the L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, and last, after all other Obligations then due have been indefeasibly paid in full, to be deposited into an account as directed by the Borrower.
 
 (d)  The closing of any Lockbox or Controlled Account and the termination of any Account Control Agreement shall require in each case the prior written consent of the Administrative Agent.
 
 SECTION 6.  REMEDIAL PROVISIONS
 
 6.1  Certain Matters Relating to Receivables.
 
 (a)  If an Event of Default shall have occurred and be continuing, (x) the Administrative Agent shall have the right to make test verifications of the Receivables in any reasonable 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 require in connection with such test verifications and (y) upon the Administrative Agent's reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others 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 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 endorsed 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.
 
 (c)  If an Event of Default shall have occurred and be continuing, at the Administrative Agent's reasonable request, (i) each Grantor shall deliver to the Administrative Agent all original (to the extent such Grantor has original copies) and other documents
 
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evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original (to the extent such Grantor has original copies) orders, invoices and shipping receipts and (ii) the applicable Grantor shall take such steps as may be necessary to comply with any applicable federal assignment of claims laws and other comparable laws.
 
 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 the Contracts to verify with them to the  Administrative Agent's satisfaction the existence, amount and terms of any Receivables or Contracts.
 
 (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 the Contracts that the Receivables and the Contracts have been assigned to the Administrative Agent for the ratable benefit of the Administrative Agent and 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 Contracts 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. No Agent or Lender shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) or Contract 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 Contract, 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 dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which would materially impair the Collateral 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.
 
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(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 the order set forth in Section 6.5, and (ii) any or all of the Investment Property shall be registered in the name of the Administrative Agent or its nominee, 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 other 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 consisting of cash, checks and other similar 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, upon the request of the Administrative Agent, be turned over to the Administrative Agent forthwith upon receipt by such Grantor in the exact form received by such Grantor (duly endorsed 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. Subject to any different order of payment set forth in the Credit Agreement (which different order shall be controlling), if an Event of Default shall
 
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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 constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order:
 
 (a)  First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents;
 
 (b)  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;
 
 (c)  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
 
 (d)  Fourth, to any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower 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, have assigned to it, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, license, sublicense, 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. Upon written demand from the Administrative Agent, each Grantor shall grant, assign, convey or otherwise transfer to the Collateral Agent an absolute assignment of all of such Grantor's right, title and interest in and to the Intellectual Property and shall execute and deliver to the Collateral Agent such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement. 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, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released to the extent permitted by law. Each Grantor further agrees, at the Administrative Agent's request, to assemble the Collateral and make it
 
 23


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 the order set forth in Section 6.5 hereof, 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 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, except for gross negligence or willful misconduct on the part of the Administrative Agent or such Lender. 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 20 days before such sale or other disposition.
 
 6.7  Private Sales.
 
 (a)  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.
 
 (b)  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 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
 
 24


reasonable fees and disbursements of any attorneys employed by the Administrative Agent or any Lender to collect such deficiency.
 
 6.9  Intellectual Property License. The Grantors hereby grant the Grantee a non-exclusive, transferable, sublicensable, worldwide license and right, effective solely during an Event of Default, to the maximum extent permitted by applicable law and to the extent of the Grantors' interest therein, exercisable without payment of royalty or other compensation, under and to any and all of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Grantors to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute, lease, license and otherwise exploit and dispose of any asset included in the Collateral to the extent the Grantee takes possession of such in accordance with the terms and conditions of this Agreement and the Credit Agreement. For the avoidance of doubt, in the event that any such Event of Default is cured in accordance with the terms and conditions of this Agreement and the Credit Agreement, the foregoing license shall automatically be suspended. The Grantors agree that any sale, transfer, grant of an exclusive license or other disposition of any of the foregoing Intellectual Property (whether by foreclosure or otherwise) will be subject to the Grantee's rights as set forth in this Section 6.9. Any use of Trademarks under the foregoing license shall be consistent with the historical use of such Trademarks by the Grantors and shall meet the Grantors' standards of quality in all material respects. At the Grantors' reasonable request, the Grantee shall provide samples of any goods to be sold under a Grantor Trademark.
 
 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 endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or Contract 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 Contract 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 reasonably request to evidence the Administrative Agent' and
 
 25


the Lenders' security interest in such Intellectual Property and the goodwill 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, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
 
 (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) sign and endorse 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 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 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
 
 26


annum equal to the rate per annum at which interest would then be payable on Revolving Loans that are Base Rate Loans (which rate shall increase to the rate applicable to such Loans that are past due for periods after the date that is 5 days after demand for payment has been made upon the Borrower by the Administrative Agent) under the Credit Agreement, from the date of payment 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.
 
 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  Filing of 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" or such similar language 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 date hereof.
 
 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
 
 27


for the Administrative Agent and 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 Section 10.01 of the Credit Agreement.
 
 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 Section 10.02 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. No Agent or 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 or Event of 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 such 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 the Administrative Agent, and during the existence of an Event of Default, each Lender, 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 to each Lender and of counsel to the Administrative Agent.
 
 (b)  Each Grantor 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
 
 28


Agreement to the extent the Borrower would be required to do so pursuant to Section 10.04 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.
 
 8.6  Set-Off. Each Grantor hereby irrevocably authorizes each Agent and each Lender at any time after the Loans and other amounts payable under the Credit Agreement shall have become due and payable pursuant to Article VIII of the Credit Agreement, 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 such Agent or such Lender to or for the credit or the account of such Grantor, or any part thereof in such amounts as such Agent or such Lender may elect, against and on account of the obligations and liabilities of such Grantor to such Agent or such Lender hereunder and claims of every nature and description of such Agent or such Lender against such Grantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as such 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. Each Agent and each Lender shall notify such Grantor promptly of any such set-off and the application made by such Agent or such Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each 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 such 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 or other electronic transmission), 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.
 
 29


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.
 
 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 non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;
 
 (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)  no Agent or 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
 
 30


Lenders, 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 the Grantors and the Lenders.
 
 8.14  Additional Grantors. Each Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to Section 6.09 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex 1 hereto.
 
 8.15  Releases.
 
 (a)  At such time as the Loans, the Reimbursement Obligations and the other Obligations (other than Secured Hedge Agreement Obligations and Secured Cash Management Obligations to the extent (x) such Obligations have been secured or backstopped to the satisfaction of the Lender holding such Obligations or (y) the Lender holding such Obligations has otherwise consented to such exclusion) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than those Letters of Credit secured or backstopped to the satisfaction of the L/C Issuer), 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 and to authorize the filing by Grantors of any necessary UCC terminations or other terminations or releases.
 
 (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, then the Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral. At the request and sole expense of the Borrower, a Subsidiary Guarantor shall 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; provided that the Borrower shall have delivered to the Administrative Agent a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.
 
 8.16  WAIVER OF JURY TRIAL. EACH GRANTOR 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.
 
 31


8.17  Permitted Liens. Subject to the terms of the Intercreditor Agreement, the inclusion or reference to liens permitted under the Credit Agreement in this Agreement or in any other Loan Document is not intended to subordinate and shall not subordinate, and shall not be interpreted as subordinating, the Lien and security interest created by this Agreement or any other Loan Document to any liens permitted under the Credit Agreement.
 
 [Signature Pages Follow]
 
 32


IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written.
 
 PAPERWEIGHT DEVELOPMENTCORP., a Wisconsin corporationBy:
/s/ Jeffrey J. FletcherName: Jeffrey J. FletcherTitle:  ControllerAPPLETON PAPERS INC., a DelawarecorporationBy:
/s/ Jeffrey J. FletcherName: Jeffrey J. FletcherTitle:  ControllerAMERICAN PLASTICS COMPANY,INC., a Wisconsin corporationBy:
/s/ Jeffrey J. FletcherName: Jeffrey J. FletcherTitle:  TreasurerNEW ENGLAND EXTRUSION INC., aWisconsin corporationBy:
/s/ Jeffrey J. FletcherName: Jeffrey J. FletcherTitle:  Treasurer


Annex I
 to
 Guarantee and Collateral Agreement
 
 ASSUMPTION AGREEMENT, dated as of                                 , 20      , made by                                                             , a                              [corporation] (the "Additional Grantor"), in favor of Fifth Third Bank, 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, Appleton Papers Inc., a Delaware corporation (the "Borrower"), PAPERWEIGHT DEVELOPMENT CORP., a Wisconsin corporation ("Holdings"), the Lenders and the Administrative Agent have entered into a Credit Agreement, dated as of February 8, 2010 (as amended, restated, supplemented and/or otherwise modified from time to time, the "Credit Agreement");
 
 WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Affiliates (other than the Additional Grantor) have entered into the Guarantee and Collateral Agreement, dated as of February 8, 2010 (as amended, restated, supplemented and/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 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 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.
 
 
 *  Refer to each Schedule which needs to be supplemented.


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:


SCHEDULE 1
 
 Notices
 
 GRANTORS:
 
 Paperweight Development Corp.
825 E. Wisconsin Avenue
Appleton, WI 54912-0353
Attention: Jeffrey J. Fletcher
Telephone: 920-991-8452
Telecopier: 920-991-8852
 Electronic Mail: jfletcher@appletonideas.com
U.S. Taxpayer Identification Number: 39-2014992
 
 Appleton Papers Inc.
825 E. Wisconsin Avenue
Appleton, WI 54912-0353
Attention: Jeffrey J. Fletcher
Telephone: 920-991-8452
Telecopier: 920-991-8852
Electronic Mail: jfletcher@appletonideas.com
U.S. Taxpayer Identification Number: 36-2556469
 
 American Plastics Company, Inc.
3606 Red Arrow Drive
Rhinelander, WI 54501
Attention: Jeffrey J. Fletcher
Telephone: 920-991-8452
Telecopier: 920-991-8852
Electronic Mail: jfletcher@appletonideas.com
U.S. Taxpayer Identification Number: 39-1712123
 
 New England Extrusion Inc.
18 Industrial Boulevard
Turners Falls, MA 01376
Attention: Jeffrey J. Fletcher
Telephone: 920-991-8452
Telecopier: 920-991-8852
 Electronic Mail: jfletcher@appletonideas.com
U.S. Taxpayer Identification Number: 20-2033299


ADMINISTRATIVE AGENT, ANY L/C ISSUER, SWING LINE LENDER OR FIFTH THIRD BANK AS A LENDER:
 
 Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attention: Loan Syndications/Judy Huls
Facsimile: 513-534-0875
 
 with copies to:
 
 FIFTH THIRD BANK
222 South Riverside Plaza
Suite 3300
Chicago, Illinois 60606
Attention: Elizabeth Di Cola
Facsimile: 312-704-4127
 
 KATTEN MUCHIN ROSENMAN LLP
525 West Monroe Street
Chicago, Illinois 60661-3693
Attention: Denise S. Burn, Esq.
Facsimile: 312-577-8778


SCHEDULE 2
 
 Pledged Notes
 
 1.  Promissory Note by Paperweight Development Corp. to Appleton Papers Inc., effective June 11, 2004, in the amount of $167,066,667.00.
 
 Pledged Stock
 
 Issuer

Class of Stock/
Membership Interest

Record Owner

Number of
Shares/
Membership
Interest Issued

Percentage of
Ownership
Interest

Percentage of
Ownership
Interest
PledgedPDC Capital Corporation

Common Stock

Paperweight Development Corp

100

100
%
100
%Appleton Papers Inc. ("API")

Common Stock

Paperweight Development Corp

100

100
%
100
%American Plastics Company, Inc.

Voting Common Stock

API

5

100
%
100
%Non-Voting Common Stock

API

5,000

100
%
100
%New England Extrusion Inc.

Common Stock

API

10

100
%
100
%Appleton Papers Canada Ltd.

Common Stock

API

66

66
%
100
%Common Stock

API

34

34
%
100
%


SCHEDULE 3
  Perfection of Liens
 
 Uniform Commercial Code Filings
 
 Grantor

Filing Jurisdiction of
Organization

State Identification No.American Plastics Company, Inc.

Wisconsin

A029483Paperweight Development Corp.

Wisconsin

P037701Appleton Papers Inc.

Delaware

0627720New England Extrusion Inc.

Wisconsin

A049404 
 Patent and Trademark Filings
 
 U.S. Patent and Trademark Office
 
 Copyright Filings
 
 U.S. Copyright Office
 
 Other Actions
 
 1.             Obtaining "control" (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts (other than Permitted Unperfected Accounts) and Securities Accounts listed on Schedule 8 by entering into the necessary control agreements.
 
 2.             Obtaining "control" (within the meaning of the applicable Uniform Commercial Code) of Investment Property listed on Schedule 2 by delivery of such Investment Property to the Administrative Agent.
 
 3.             Obtaining "control" (within the meaning of the applicable Uniform Commercial Code) of letter-of-credit rights (to the extent requested in writing by the Administrative Agent).


SCHEDULE 4
  Jurisdiction of Organization
 
 Name of Loan Party

Jurisdiction of
Organization

Chief Executive
Office

Federal Tax ID No.Paperweight Development Corp.

Wisconsin

825 E. Wisconsin Ave. Appleton, WI

39-2014992Appleton Papers Inc.

Delaware

825 E. Wisconsin Ave. Appleton, WI

36-2556469American Plastics Company, Inc.

Wisconsin

3606 Red Arrow Drive Rhinelander, WI

39-1712123New England Extrusion Inc.

Wisconsin

18 Industrial Blvd Turners Falls, MA

20-2033299


SCHEDULE 5
 
 Locations of Collateral
 
 Party

Location

AddressAppleton Papers Inc.

Appleton, WI - Plant

825 E. Wisconsin AvenueAppleton, WI1100 N. Lawe StreetAppleton, WIN. Lawe St. Parking LotAppleton, WIHancock St. Parking LotAppleton, WI702 E. Hancock StreetAppleton, WI600 E. Hancock StreetAppleton, WI714 E. Hancock StreetAppleton, WIN. Viola StreetAppleton, WI1408 N. Meade StreetAppleton, WI1325 and 1401 N. RankinStreetAppleton, WIPortage, WI - Plant

2500 W. Wisconsin St.Portage, WIWest Carrollton, OH - Mill

4000 Hydraulic RoadWest Carrollton, OH1030 W. Alex-Bell RoadWest Carrollton, OHAlexanderville - BellbrookWest Carrollton, OHRoaring Spring, PA - Mill

100 Paper Mill RoadRoaring Spring, PA301 Pine StreetRoaring Spring, PA244 N. Main StreetRoaring Spring, PAN. Main StreetRoaring Spring, PA201-05 Locust StreetRoaring Spring, PA202 Locust StreetRoaring Spring, PA204 Locust Street


Party

Location

AddressRoaring Spring, PA209-13 Locust StreetRoaring Spring, PA212 Locust StreetRoaring Spring, PA300 Locust StreetRoaring Spring, PA308 Locust StreetRoaring Spring, PA309 Locust StreetRoaring Spring, PA305 Locust StreetRoaring Spring, PA304 Pine StreetRoaring Spring, PA305 Pine StreetRoaring Spring, PADistribution Center

3000 Warehouse RoadAppleton, WIDistribution Center

115 Kensington DriveAppleton, WIDistribution Center

120 Declaration DriveMcDonough, GADistribution Center

1100 Blake StreetEdwardsville, KSDistribution Center

2300 Progress DriveHebron, KYDistribution Center

5491 E. PhiladelphiaOntario, CADistribution Center

5915 North Marine DrivePortland, ORDistribution Center

6210 North Marine DrivePortland, ORDistribution Center

2850 Appleton StreetCamp Hill, PAMiscellaneous Storage Space

331 E. Closson RoadRoaring Spring, PAMiscellaneous Storage Space

221 Cove Lane RoadRoaring Spring, PAAmerican Plastics Company, Inc.

Rhinelander, WI - Plant

3606 Red Arrow DriveRhinelander, WI 54501New England Extrusion Inc.

Milton, WI - Plant

1264 East High StreetMilton, WI 53563Turners Falls - Plant

18 Industrial BoulevardTurners Falls, MA 01376


SCHEDULE 6
 
 Intellectual Property
 
 I.            COPYRIGHTS AND COPYRIGHT LICENSES
 
 1.  Certificate of Registration No. Txu 833-593 dated November 1997 re: Retail POS Market Research Project.
 2.  Certificate of Registration No. Txu 913-413 dated August 1999 re: Guide to the Internet.
 3.  Certificate of Registration No. VAu 558-602 dated May 16, 2002 to watermark Cordoba.
 4.  Certificate of Registration No. VAu 558-601 dated May 16, 2002 to watermark HEXMARK.
 5.  Certificate of Registration, Form Txu 1-158-471 dated February 26, 2004 eDigitalPaper computer program and screen display.
 6.  Certificate of Registration No. VAu 613-127 dated April 12, 2004 re: NATURE'S PAINTBRUSH, 2 dimensional artwork.
 7.  Certificate of Registration No. Txu 1-282-752 dated February 22, 2006 to Appleton Diversity Unplugged 2006.
 8.  Certificate of Registration No. Txu 710863 dated October 2, 1995 to TRANSLATE C.
 9.  Certificate of Registration No. VA 675934 dated July 21, 1993 to Appleton Papers: no. PA0201.
 10.  Certificate of Registration No. TX 998251 dated October 22, 1982.
 
 8


II.  PATENTS
 
 U.S. Issued Patents and Patent Applications :
 
 Application

Patent



ApplicationDocket #

Description

Number

No.

Issued Date

Date

Expiration Date

Owner6360A

Fluorene compounds

06/910,045

6395681

28-May-2002

22-May-86

28-May-2019

Appleton Papers Inc.6403

Di [bis-(indolyl) ethylenyl] tetrahalophthalide record materials

557284

5157012

20-Oct-1992

24-Jul-1990

24-Jul-2010

Appleton Papers Inc.6409 CON

Overlap cam

864,378

5222423

29-Jun-1993

06-Apr-1992

20-Jun-2011

Appleton Papers Inc.6414

Straight cut coater unwind knife

658,819

5146829

15-Sep-1992

22-Feb-1991

22-Feb-2011

Appleton Papers Inc.6419

Process for microencapsulation

665,206

5164126

17-Nov-1992

05-Mar-1991

05-Mar-2011

Appleton Papers Inc.6420

Thermally- responsive record material

791,754

5164356

17-Nov-1992

12-Nov-1991

12-Nov-2011

Appleton Papers Inc.6422

Thermally responsive record material

745,571

5124307

23-Jun-1992

15-Aug-1991

15-Aug-2011

Appleton Papers Inc.6423

Vertical foam wrapping machine and method for wrapping a roll of carbonless paper

717,467

5131209

21-Jul-1992

19-Jun-1991

19-Jun-2011

Appleton Papers Inc.6426

Capsule coating

840,422

5330566

19-Jul-1994

24-Feb-1992

24-Feb-2012

Appleton Papers Inc.6427

Mono (indolylethylenyl) phthalides

817,263

5200519

06-Apr-1993

03-Jan-1992

03-Jan-2012

Appleton Papers Inc.6427 CON

Method of preparing mono (indolylethylenyl) phthalides

972,407

5218127

08-Jun-1993

06-Nov-1992

03-Jan-2012

Appleton Papers Inc.6428

Thermally- responsive record material

789,716

5114903

19-May-1992

08-Nov-1991

08-Nov-2011

Appleton Papers Inc.6431

Desensitizable record material

943,090

5340680

23-Aug-1994

10-Sep-1992

10-Sep-2012

Appleton Papers Inc.6431A

Imaging process

208,395

5427886

27-Jun-1995

09-Mar-1994

27-Jun-2012

Appleton Papers Inc.6435

Mulching Composite

660,894

5672434

30-Sep-1997

10-Jun-1996

10-Jun-2016

Appleton Papers Inc.6436 CON

Coater and a method for coating a substrate

09/040,380

5895542

20-Apr-1999

18-Mar-1998



Appleton Papers Inc.6438

Film bubble wrap interleaf

214,250

5873464

23-Feb-1999

17-Mar-1994

23-Feb-2016

Appleton Papers Inc. 
 9


Application

Patent



ApplicationDocket #

Description

Number

No.

Issued Date

Date

Expiration Date

Owner6438 DIV

Film bubble wrap interleaf

09/197,502

6038834

21-Mar-2000

01-Jan-1999

17-Mar-2014

Appleton Papers Inc.6444B

Linerless labels

10/848,148

7125824

24-Oct-2006

19-May-2004

19-May-2024

Appleton Papers Inc.6453

Cross direction web processor

08/867,119

6038487

14-Mar-2000

05-Jun-1997

05-Jun-2017

Appleton Papers Inc.6455

Agricultural mulch with extended longevity

08/781,516

5866269

02-Feb-1999

09-Jan-1997

09-Jan-2017

Appleton Papers Inc.6456

Thermally- responsive record material

08/759,805

5668080

16-Sep-1997

03-Dec-1996

10-Mar-2017

Appleton Papers Inc.6457

Thermally responsive record material

08/835,701

5821196

13-Oct-1998

10-Apr-1997

10-Apr-2017

Appleton Papers Inc.6458

Thermally-responsive record material

08/842,965

5955398

21-Sep-1999

25-Apr-1997



Appleton Papers Inc.6468

CF sheets; carbonless copy paper assembly comprising at least one back coating sheet and one front coating sheet, in which the front sheet has a color developer resin coating of less than .39 pounds per ream

09/824,669

6660687

09-Dec-2003

04-Apr-2001

04-Apr-2021

Appleton Papers Inc.6469

Hand-held barcode reader receptacle, base member and method of reading barcodes

09/326,674

6244511

12-Jun-2001

07-Jun-1999

07-Jun-2019

Appleton Papers Inc.6474 CIP

Thermally responsive record material

09/950,194

6559097

06-May-2003

10-Sep-2001

08-Sep-2019

Appleton Papers Inc.6475

In situ microencapsulated adhesive

09/942,648

6592990

15-Jul-2003

30-Aug-2001

30-Aug-2021

Appleton Papers Inc.6476

Record material

09/520,909

6310002

30-Oct-2001

07-Mar-2000

07-Mar-2020

Appleton Papers Inc.6477

Thermally-responsive record material

09/741,372

6566301

20-May-2003

19-Dec-2000

19-Dec-2020

Appleton Papers Inc.6477 CIP

Thermally- responsive record material

10/389,932

6835691

28-Dec-2004

18-Mar-2003

19-Dec-2020

Appleton Papers Inc. 
 10


Application

Patent



ApplicationDocket #

Description

Number

No.

Issued Date

Date

Expiration Date

Owner6477A

Modifier compounds

09/754,643

6429341

06-Aug-2002

04-Jan-2001

04-Jan-2021

Appleton Papers Inc.6480

Microcapsules having improved printing and efficiency

09/975,882

6544926

08-Apr-2003

11-Oct-2001

ll-Oct-2021

Appleton Papers Inc.6482

Process for preparing alkoxy or arylmethoxy aroxyethanes

09/775,027

6323376

27-Nov-2001

01-Feb-2001

01-Feb-2021

Appleton Papers Inc.6483

Mixture concentration control in manufacturing processes

09/893,883

6496781

17-Dec-2002

29-Jun-2001

29-Jun-2021

Appleton Papers Inc.6487

System and method for rupturing encapsulated adhesive in sheet media

09/816,321

6830645

14-Dec-2004

26-Mar-2001

26-Mar-2021

Appleton Papers Inc.6488

Method for forming electrically conductive pathways

09/839,126

6892441

17-May-2005

23-Apr-2001

23-Apr-2021

Appleton Papers Inc.6491

Pressure sensitive labeler-liner eliminator

09/994,047

6726796

27-Apr-2004

27-Nov-2001

27-Nov-2021

Appleton Papers Inc.6492

Method for making security paper

09/870,886

6368455

09-Apr-2002

31-May-2001

31-May-2021

Appleton Papers Inc.6492A

Security paper

10/097,766

6531032

11-Mar-2003

14-Mar-2002

14-Mar-2022

Appleton Papers Inc.6492B

Security paper and methods for production thereof

10/098,088

6582556

24-Jun-2003

14-Mar-2002

14-Mar-2022

Appleton Papers Inc.6494

Beverage and food containers, inwardly direct foam

10/113,077

7074466

11-Jul-2006

01-Apr-2002

01-Apr-2022

Appleton Papers Inc.6501

Insulated beverage or food container

09/923,332

6811843

02-Nov-2004

08-Aug-2001

08-Aug-2021

Appleton Papers Inc.6507

Insulated beverage or food container

10/167,463

6852381

08-Feb-2005

13-Jun-2002

13-Jun-2022

Appleton Papers Inc.6509

Process for preparing a non-woven fibrous web

10/001,121

6517648

11-Feb-2003

02-Nov-2001

02-Nov-2021

Appleton Papers Inc.6509B

Process for preparing a non-woven fibrous web

10/298,200

6843871

18-Jan-2005

15-Nov-2002

02-Nov-2021

Appleton Papers Inc.6510

Uniform microcapsules

10/099,757

6890592

10-May-2005

13-Mar-2002

13-Mar-2022

Appleton Papers Inc.6510 DIV

Uniform microcapsules

11/051,744

7122503

17-Oct-2006

07-Feb-2005

13-Mar-2022

Appleton Papers Inc.6511

Determination of gas solubility, entrained gas content and true liquid density in manufacturing processes

10/046,240

6766680

27-Jul-2004

16-Jan-2002

16-Jan-2022

Appleton Papers Inc. 
 11


Application

Patent



ApplicationDocket #

Description

Number

No.

Issued Date

Date

Expiration Date

Owner6511 DIV

Determination of gas-free densities and relative amounts of gases in liquids in manufacturing processes

10/841,530

7017388

28-Mar-2006

10-May-2004

16-Jan-2022

Appleton Papers Inc.6518

Product authentication

10/180,688

6939826

06-Sep-2005

25-Jun-2002

25-Jun-2022

Appleton Papers Inc.6519

Thermal imaging paper laminate

10/183,511

6937153

30-Aug-2005

28-Jun-2002

28-Jun-2022

Appleton Papers Inc.6519A

Thermal imaging paper laminate

11/036,042

7183928

27-Feb-2007

18-Jan-2005

28-Jun-2022

Appleton Papers Inc.6520

Token array and method employing authentication tokens bearing scent formulation information

10/377,534

7108190

19-Sep-2006

28-Feb-2003

28-Feb-2023

Appleton Papers Inc.6522

Secure point of sale imageable substrate

10/703,496

6995784

07-Feb-2006

10-Nov-2003

10-Nov-2023

Appleton Papers Inc.6532

Dental articulation kit and method

10/420,663

6932602

23-Aug-2005

22-Apr-2003

22-Apr-2023

Appleton Papers Inc.6539

Authenticity indicator

10/831,525

7163909

16-Jan-2007

23-Apr-2004

23-Apr-2024

Appleton Papers Inc.6541

Real time determination of gas solubility and related parameters in manufacturing processes

10/644,997

6847898

25-Jan-2005

21-Aug-2003

21-Aug-2023

Appleton Papers Inc.6540

Apparatus and method for real time determination of density and related parameters in manufacturing processes

10/644,994

7257985

21-Aug-2007

21-Aug-2003

21-Aug-2023

Appleton Papers Inc.6541

Real time determination of gas solubility and related parameters in manufacturing processes

11/009,044

7559223

14-Jul-2009

13-Dec-2004

14-Jul-2029

Appleton Papers Inc.6509D

Process for preparing a non-woven fibrous web

11/036,726

7300530

27-Nov-2007

14-Jan-2005

02-Nov-2021

Appleton Papers Inc.6545

Recyclable repulpable coated paper stock

10/969,859

7235308

26-Jun-2007

22-Oct-2004

22-Oct-2024

Appleton Papers Inc.6566

Secure thermally imaged documents susceptible to rapid information destruction by induction

10/872,010

7262150

28-Aug-2007

21-Jun-2004

21-Jun-2024

Appleton Papers Inc. 
 12


Application

Patent



ApplicationDocket #

Description

Number

No.

Issued Date

Date

Expiration Date

Owner6585

Controlled COF films

10/728,726

7267862

11-Sep-2007

05-Dec-2003

05-Dec-2023

Appleton Papers Inc.6594

Process for manufacture of fluoran dyes

11/201,528

7294724

13-Nov-2007

11-Aug-2005

11-Aug-2025

Appleton Papers Inc.6577

UV curable coating material of encapsulated water dispersed core material

11/358,817

7629394

08-Dec-2009

21-Feb-2006

21-Feb-2026

Appleton Papers Inc.6607

Security paper authentication system with dual instant color

11/730,755

7648842

19-Jan-2010

04-Apr-2007

04-Apr-2027

Appleton Papers Inc.6606

Benefit agent containing delivery particle

12/216941

US-2010- 0008870- A1

14-Jan-2010

14-Jul-08



Appleton Papers Inc.6616

Ink jet recording sheet useful as transfer substrate

12/384716

US-2009 0286021- A1

19-Nov-2009

08-Apr-09



Appleton Papers Inc.6610 CIP

Particle with selected permeance wall

12/221781

US-2009 0274907- A1

05-Nov-2009

06-Aug-08



Appleton Papers Inc.6610

Particle with low permeance wall

12/149424

US-2009 0274906- A1

05-Nov-200

01-May-08



Appleton Papers Inc.6627

Cationic microcapsule particles

12/382946

US-2009 0274905- A1

05-Nov-2009

27-Mar-09



Appleton Papers Inc.6597 DIV

Process for manufacturing diphenylamines

12/379317

US-2009 0156864- A1

18-Jun-2009

19-Feb-09



Appleton Papers Inc.6614

Heat-Sensitive record material

12/292578

US-2009 0155613- A1

18-Jun-2009

21-Nov-08



Appleton Papers Inc.6604

Surface insensitive anaerobic adhesive and sealant

11/800589





07-May-07



Appleton Papers Inc.6602

Transparent paper and method of making same

11/655101

US-2008 176037- A1

24-Jul-2008

19-Jan-07



Appleton Papers Inc. 
 13


Application

Patent



ApplicationDocket #

Description

Number

No.

Issued Date

Date

Expiration Date

Owner6602A

Secure documents- methods and applications

12/009331

US-2008- 0174104- A1

24-Jul-2008

17-Jan-08



Appleton Papers Inc.6577

UV curable coating material of encapsulated water dispersed core material

11/358817

US-2007- 0197384- A1

23-Aug-2007

21-Feb-06



Appleton Papers Inc.6595

Encapsulated structural adhesive

11/451833

US-2007- 0021533- A1

25-Jan-2007

13-Jun-06



Appleton Papers Inc.6568

Water-in-oil capsule manufacture process and microcapsules produced by such process

11/436496

US-2006- 0263519- A1

23-Nov-2006

18-May-06



Appleton Papers Inc.6568B

Oil-in-water capsule manufacture process and microcapsules produced by such process

11/436317

US-2006- 0263518- A1

23-Nov-2006

18-May-06



Appleton Papers Inc.6566

Secure thermally imaged documents susceptible to rapid information destruction by induction

10/872010

7,262,150

28-Aug-2007

21-Jun-04

21-Jun-2024

Appleton Papers Inc.6562

Faux metallic imaging thermally responsive record material

11/126191

US-2005- 0255997- A1

17-Nov-2005

11-May-04



Appleton Papers Inc.6539

Authenticity indicator

10/831525

7,163,909

16-Jan-2007

23-Apr-04

23-Apr-2024

Appleton Papers Inc.6510 DIV

Uniform microcapsules

11/051744

7,122,503

17-Oct-2006

28-Mar-05

13-Mar-2022

Appleton Papers Inc.6488

Method and system for forming electronically conductive pathways

11/078443





14-Mar-05



Appleton Papers Inc.6519A

Thermal imaging paper laminate

11/036042

7,183,928

27-Feb-2007

18-Jan-05

28-Jun-2022

Appleton Papers Inc.6545

Recyclable repulpable coated paper stock

10/969859

7,235,308

26-Jun-2007

22-Oct-04

22-Oct-2024

Appleton Papers Inc.6541A

Real time determination of gas solubility and related parameters in manufacturing processes

11/009044

7,559,223

14-Jul-2009

13-Dec-04

14-Jul-2029

Appleton Papers Inc.Visual validation mark for bank checks and other security documents



5,695,220

12/9/97





Appleton Papers, Inc 
 14


Application

Patent



ApplicationDocket #

Description

Number

No.

Issued Date

Date

Expiration Date

OwnerBenefit agent containing delivery particle

12/216941





7/14/08



Appleton Papers, Inc.Ink jet recording sheet useful as transfer substrate

12/384716





4/8/09



Appleton Papers, Inc.Particle with selected permeance wall

12/221781





8/6/08



Appleton Papers, Inc.Particle with low permeance wall

12/149424





5/1/08



Appleton Papers, Inc.Process for manufacturing diphenylamines

12/379317





2/19/09



Appleton Papers, Inc.Heat-Sensitive record material

12/292578





11/21/08



Appleton Papers, Inc.Surface insensitive anaerobic adhesive and sealant

11/800589





5/7/07



Appleton Papers, Inc.Security paper authentication system with dual instant color

11/730755





4/4/07



Appleton Papers, Inc.Transparent paper and method of making same

11/655101





1/19/07



Appleton Papers, Inc.Secure documents- methods and applications

12/009331





1/17/08



Appleton Papers, Inc.UV curable coating material of encapsulated water dispersed core material

11/358817





2/21/06



Appleton Papers, Inc.Process for manufacturing diphenylamines

11/236539





9/28/05



Appleton Papers, Inc.Encapsulated structural adhesive

11/451833





6/13/06



Appleton Papers, Inc.Heat-sensitive record material

11/432582





5/11/06



Appleton Papers, Inc.Water-in-oil capsule manufacture process and microcapsules produced by such process

11/436496





5/18/06



Appleton Papers, Inc.Oil-in-water capsule manufacture process and microcapsules produced by such process

11/436317





5/18/06



Appleton Papers, Inc.Heating container sleeve or tape

10/942920





9/17/04



Appleton Papers, Inc. 
 15


Application

Patent



ApplicationDocket #

Description

Number

No.

Issued Date

Date

Expiration Date

OwnerSecure thermally imaged documents susceptible to rapid information destruction by induction

10/943248





9/17/04



Appleton Papers, Inc.Secure thermally imaged documents susceptible to rapid information destruction by induction

10/872010





6/21/04



Appleton Papers, Inc.Faux metallic imaging thermally responsive record material

10/842732





5/11/04



Appleton Papers, Inc.Faux metallic imaging thermally responsive record material

11/126191





5/11/04



Appleton Papers, Inc.Authenticity indicator

10/831525





4/23/04



Appleton Papers, Inc.Uniform microcapsules

11/051744





3/28/05



Appleton Papers, Inc.Method and system for forming electronically conductive pathways

11/078443





3/14/05



Appleton Papers, Inc.Process for preparing a non-woven fibrous web

11/036726





1/14/05



Appleton Papers, Inc.Process for preparing a non-woven fibrous web

11/035502





1/14/05



Appleton Papers, Inc.Thermal imaging paper laminate

11/036042





1/18/05



Appleton Papers, Inc.Recyclable repulpable coated paper stock

10/969859





10/22/04



Appleton Papers, Inc.Real time determination of gas solubility and related parameters in manufacturing processes

11/009044





12/13/04



Appleton Papers, Inc.Thermally-responsive record material

10/694857





10/29/03



Appleton Papers, Inc.Product authentication

10/928445





8/26/04



Appleton Papers, Inc.Method and system for forming RF reflective pathways

10/913461





8/9/04



Appleton Papers, Inc.Insulated beverage or food container

10/885676





7/8/04



Appleton Papers, Inc. 
 16


Application

Patent



ApplicationDocket #

Description

Number

No.

Issued Date

Date

Expiration Date

OwnerToken bearing magnetic image information in registration with visible image information

10/458124





6/10/03



Appleton Papers, Inc.Dental articulation kit and method

10/420663





4/22/03



Appleton Papers, Inc.Determination of gas-free densities and relative amounts of gases in liquids in manufacturing processes

10/841530





5/10/04



Appleton Papers, Inc.Token array and method employing authentication tokens bearing scent formulation information

10/377534





2/28/03



Appleton Papers, Inc.Secure point of sale imageable substrate

10/703496





11/10/03



Appleton Papers, Inc.Insulated beverage or food container stock

10/645486





8/22/03



Appleton Papers, Inc.Product authentication

10/180688





6/25/02



Appleton Papers, Inc.Composite packaging materials and printable sheets, and methods of making

10/173289





6/17/02



Appleton Papers, Inc.Uniform microcapsules

10/099757





3/13/02



Appleton Papers, Inc.Thermally-responsive record material

10/389932





3/18/03



Appleton Papers, Inc.Process for preparing a non-woven fibrous web

10/298200





11/15/02



Appleton Papers, Inc.Beverage food containers, inwardly directed foam

10/113077





4/1/02



Appleton Papers, Inc.Security paper and method for production thereof

10/097766





3/14/02



Appleton Papers, Inc.Beverage and food containers and substrates

10/113991





4/1/02



Appleton Papers, Inc.Beverage and food containers, outwardly directed foam

10/113116





4/1/02



Appleton Papers, Inc.Method and system for forming RF reflective pathways

09/880001





6/14/01



Appleton Papers, Inc. 
 17


Application

Patent



ApplicationDocket #

Description

Number

No.

Issued Date

Date

Expiration Date

OwnerPressure sensitive labeler-liner eliminator

09/994047





11/27/01



Appleton Papers, Inc.Modifier compounds

09/754643





1/4/01



Appleton Papers, Inc.Process for preparing alkoxy or arylemethoxy aroxyethanes

09/775027





2/1/01



Appleton Papers, Inc.Process for manufacturing diphenylamines

11/730755





4/4/07



Appleton Papers, Inc.12/010,190





1/22/0812/078,853





4/7/0812/149,424





5/1/0812/289,010





10/17/0812/292,578





11/21/0812/379,317





2/19/0961/202,651





3/23/0912/382,946





3/27/0961/167,336





4/7/0912/384,685





4/8/0912/384,716





4/8/0912/489,587





6/23/0912/508,214





7/23/0912/587,669





10/9/0912/587,840





10/14/0961/251,822





10/15/0912/590,904





11/16/0961/288,466





12/21/09 
 18


III.           TRADEMARKS
 
 U.S. Registered Trademarks :
 
 Registration

RegistrationTrademark Name

Serial Number

Number

Date

OwnerA design & APPLETON PAPERS INC,

73258747

1197835

15-Jun-1982

Appleton Papers Inc.ALPHA

76384973

2879977

31-Aug-2004

Appleton Papers IncAppleton (new design)

76264905

2730105

24-Jun-2003

Appleton Papers IncAPPLETON PAPERS & Design

75026306

2084804

29-Jul-1997

Appleton Papers IncAPPLETON WHAT IDEAS CAN DO

78269164

2860269

06-Jul-2004

Appleton Papers IncASSURMARK

78295654

2973698

19-Jul-2005

Appleton Papers IncDOCUCHECK

74559314

1989113

23-Jul-1996

Appleton Papers IncDOCUCHECK & Design

74581221

2037533

11-Feb-1997

Appleton Papers IncDOCUCHECK BASIC

75022678

2155258

05-May-1998

Appleton Papers IncDOCUCHECK GHOST

78602211

3169940

07-Nov-2006

Appleton Papers IncDOCUCHECK WATERMARK

75022679

2155259

05-May-1998

Appleton Papers IncDOCUMARK

78367122

2933082

15-Mar-2005

Appleton Papers IncDUAL

76372736

2767808

23-Sep-2003

Appleton Papers IncE and design

74459804

2019512

26-Nov-1996

Appleton Papers IncECARBONLESS

75896050

2556953

02-Apr-2002

Appleton Papers IncECOGUARD

74720888

1995462

20-Aug-1996

Appleton Papers IncENCAPSYS

77976524

3592902

17-Mar-2009

Appleton Papers IncHEATSAFE

76372735

2787242

25-Nov-2003

Appleton Papers IncHIYIELD

78303979

2918274

11-Jan-2005

Appleton Papers IncIMPEDE

76228628

2602692

30-Jul-2002

Appleton Papers IncINSTANT REPLAY

78432653

2987512

23-Aug-2005

Appleton Papers IncINTEGRA

73818573

1587789

20-Mar-1990

Appleton Papers IncJAZZ

73730018

1526859

28-Feb-1989

Appleton Papers IncLASERSNAP

75057309

2093635

02-Sep-1997

Appleton Papers IncLIGHTSAFE

78619917

3269539

24-Jul-2007

Appleton Papers IncLINEMARK

77356691

3476165

29-Jul-2008

Appleton Papers IncMOISTURE BLOC

78302614

2981967

02-Aug-2005

Appleton Papers IncMONDIAL MARK

78215246

2960835

07-Jun-2005

Appleton Papers IncOPTIMA

73825645

1590869

10-Apr-1990

Appleton Papers IncPAPER Design

75026304

2086442

05-Aug-1997

Appleton Papers IncPIP

78370108

3001133

27-Sep-2005

Appleton Papers IncPOLYTHERM

73736617

1542493

06-Jun-1989

Appleton Papers IncPOS PLUS

75896051

2425100

30-Jan-2001

Appleton Papers IncPRESSPRO

76372738

2772409

07-Oct-2003

Appleton Papers IncRECOVER (for carbonless)

74032744

1665465

19-Nov-1991

Appleton Papers IncRECOVER (for thermal)

74073357

1685781

05-May-1992

Appleton Papers IncRESISTE

76450463

2960163

07-Jun-2005

Appleton Papers IncSECURATHERM

74356402

1856253

27-Sep-1994

Appleton Papers IncSMARTSTRATE

76384321

2757278

26-Aug-2003

Appleton Papers IncStylized A design

73258780

1197836

15-Jun-1982

Appleton Papers IncStylized A design

78496846

3108753

27-Jun-2006

Appleton Papers IncTECHMARK

76296148

2757017

26-Aug-2003

Appleton Papers IncTECHMARK PENTICK PLUS

78574465

3175214

21-Nov-2006

Appleton Papers IncTECHMARK PENTICK PLUS

78573978

3366652

01-Jan-2008

Appleton Papers IncSWIPER


Registration

RegistrationTrademark Name

Serial Number

Number

Date

OwnerE THE SEAL OF EXCELLENCE

74581904

1981668

18-Jun-1996

Appleton Papers IncTHERMART

78297150

3131845

22-Aug-2006

Appleton Papers IncTHERMASENSE

76320347

2960058

07-Jun-2005

Appleton Papers IncTONERFUSE

75053445

2137772

17-Feb-1998

Appleton Papers IncULTIMARK

74653678

2022561

10-Dec-1996

Appleton Papers IncWAVE Design

75028257

2112800

11-Nov-1997

Appleton Papers IncWAVEX

74669538

2051395

08-Apr-1997

Appleton Papers IncWHAT IDEAS CAN DO

76168328

2802815

06-Jan-2004

Appleton Papers IncXERO/FORM

74237127

1743930

29-Dec-1992

Appleton Papers IncINFLEX

78597462

3144631

21-Jul-1998

New England Extrusion Inc.NEX

78583585

3144493

19-Sep-2006

New England Extrusion Inc.APPLETON COATED

76244959

2774509

21-Oct-2003

Appleton Papers IncCHAUCER

72333680

0909125

2-Mar-1971

Appleton Papers IncEAGLE

78309895

2925099

8-Feb-2005

Appleton Papers, Inc.EAGLE

78282920

2920051

18-Jan-2005

Appleton Papers, Inc.FORGEBLOC

78184068

2834385

20-April-2004

Appleton Papers, Inc.AVARIO

76407678

2784878

18-Nov-2003

Appleton Papers, Inc.ROYALE 700

76296562

2727918

17-June-2003

Appleton Papers, Inc. 
 Trademark Registrations with the Office of the Secretary of State - State of Wisconsin
 
 Mark

Last Name/ Corporation

File DateSUCCESS RESOURCES

APPLETON PAPERS INC

3/11/1998POS PLUS

APPLETON PAPERS INC

1/19/2000ECARBONLESS

APPLETON PAPERS INC

8/16/2000AVARIO

APPLETON PAPERS INC

3/13/2002FORGEBLOC

APPLETON PAPERS INC

8/7/2002WHAT IDEAS CAN DO

APPLETON PAPERS INC

12/11/2002ROYALE

APPLETON PAPERS INC

7/9/2003DOCUMARK

APPLETON PAPERS INC

2/18/2004ENCAPSYS

APPLETON PAPERS INC.

10/7/2009


IV.           INTELLECTUAL PROPERTY LICENSES
 
 1.  Amended and Restated Intellectual Property Agreement among Appleton, WTA and Appleton Coated LLC ("Appleton Coated"), effective as of November 9, 2001, whereby there is a cross license of various patents and know-how in existence as of January 1, 2000.
 
 2.  Trademark License Agreement between Appleton and Appleton Coated, effective as of January 1, 2000, whereby the term "Appleton Coated" is licensed by Appleton to Appleton Coated.
 
 3.  Intellectual Property Agreement among Appleton, WTA, Arjo Wiggins Appleton Holdings Limited and Arjo Wiggins Limited, effective as of August 23, 2000, whereby there is a cross license pertaining to the parties' respective carbonless and thermal patents.
 
 4.  Trademark License Agreement among Appleton, Arjo Wiggins Appleton Holdings Limited and Arjo Wiggins Limited, effective as of August 23, 2000, whereby Appleton is licensing Xero/Form§ to Arjo Wiggins Limited.
 
 5.  Lemelson - License Agreement, effective as of July 30, 2001. This Agreement is the settlement of a suit filed on April 14, 2000, by the Lemelson Foundation Partnership against Arjo Wiggins Appleton p.l.c. in the U.S. District Court in Arizona alleging infringement of bar coding and machine vision patents.
 
 6.  Trademark Sublicense Agreement between Appleton and Appleton's wholly owned subsidiary, Appleton Papers Canada Ltd., effective as of January 1, 1987.
 
 7.  Trademark License Agreement between Appleton and Lentheric, Inc., effective as of June 30, 1978. This is the original license pertaining to NCR Corporation's NCR Paper registered trademark.
 
 8.  Cross License Agreement between Kanzaki Paper Mfg. ("Kanzaki") and Appleton, dated January 1, 1986, whereby Appleton has a non-exclusive license to use DPE, a sensitizer used in some grades of thermal paper.
 
 9.  License Agreement between National Starch Chemical Company ("NSCC") and Appleton, dated October 1, 2001, whereby NSCC has granted Appleton a license to use various proprietary coating methods.
 
 10.  License Agreement between NCR Corporation and Appleton dated December 29, 2006, whereby NCR has granted Appleton a license under certain NCR "2ST" patents, including U.S. Patent No. 6,759,366.
 
 11.  Covenant not to sue dated October 15, 2007 from Standard Register to Appleton regarding U.S. Patents 5,810,397 and 6,015,589.


V.            LICENSES TO THIRD PARTIES
 
 Agreement

Parties

Effective Date1.
License Agreement

Yamamoto Chemicals Inc.

1-March-19872.
Patent Know-How Agreement

Yamamoto Chemicals Inc.

1-Oct-19903.
License Agreement

WTA, Inc. and Yamamoto

1-Dec-19974.
License Agreement

WTA, Inc. and Yamamoto

1-Jan-19925.
License Agreement

Yamamoto Chemicals Inc.

1-Jan-19916.
Patent and Know-How License Agreement

Wiggins Teape Group Limited

16-April-19797.
Amendment to Patent and Know-How License Agreement

Wiggins Teape Group Limited

1-Jan-19978.
Thermal License Agreement

Wiggins Teape Group Limited

1-Dec-19749.
Thermal License Agreement

NCR and Wiggins Teape

1-Dec-1974Group Limited


SCHEDULE 7
 
 Commercial Tort Claims
 
 None.


SCHEDULE 8
 
 Accounts
 
 Deposit Accounts
 
 
 Financial

Name on



Account

Value in

Date ofInstitution

Account

Account Type

Number

Account

ValueM&I

Appleton Papers Inc.

Depository

Redacted

$
386,329.72

02/05/10Bank of America

Appleton Papers Inc.

Checking

Redacted

$
566,050.69

02/05/10Bank of America

Appleton Papers Inc.

Depository

Redacted

€
306,645.40

02/05/10Bank of America

Appleton Papers Inc.

Money Market

Redacted

€
24,996.07

02/05/10M&I*

Appleton Papers Inc.

Payroll

Redacted

0 Balance Account

02/05/10US Bank*

Appleton Papers Inc.

Funding - checking

Redacted

0 Balance Account

02/05/10US Bank*

Appleton Papers Inc.

Payables - checking

Redacted

0 Balance Account

2/5/10US Bank*

Appleton Papers Inc.

Workers Compensation - checking

Redacted

0 Balance Account

02/05/10US Bank*

Appleton Papers Inc.

Freight - checking

Redacted

0 Balance Account

02/05/10Northern Trust*

Appleton Papers Inc.

Pension - Investment

Various

$
227,378,422.00

12/31/09 
 Securities Accounts
 
 Financial

Name on

Account

Account

Value in

Date ofInstitution

Account

Type

Number

Account

ValueM&I*

Appleton Papers Inc.

Depository Sweep Account

Redacted

0 Balance Account

02/05/10Associated Bank

Appleton Papers Inc.

Funding - checking

Redacted

$
2,098,419.09

02/05/10


Fifth/Third*

Appleton Papers Inc.

Cash Collateral Account

Redacted

59.00

02/05/10 
 
 *Permitted Unperfected Accounts