EX-10.6



 Exhibit 10.6 
  

 
  

FORM OF 
 U.S. GUARANTEE AND
COLLATERAL AGREEMENT 
 made by 

XPEDX INTERMEDIATE, LLC, 
 (which
on the effective date shall be merged with and into Unisource Worldwide, Inc., 
 with Unisource Worldwide, Inc. surviving such merger), 

VERITIV CORPORATION, 
 the
Subsidiary Borrowers 
 and 

the U.S. Guarantors, 
 in favor of

 Bank of America, N.A., 
 as
Administrative Agent and as ABL Collateral Agent 
 Dated as of July [—], 2014 

 
  

 







 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
			
	 SECTION 1
	 	 DEFINED TERMS
	  	 	2	  
	     1.1
	 	 Definitions
	  	 	2	  
	     1.2
	 	 Other Definitional Provisions
	  	 	10	  
			
	 SECTION 2
	 	 GUARANTEE
	  	 	10	  
	     2.1
	 	 Guarantee
	  	 	10	  
	     2.2
	 	 Right of Contribution
	  	 	11	  
	     2.3
	 	 No Subrogation
	  	 	11	  
	     2.4
	 	 Amendments, etc. with Respect to the Obligations
	  	 	12	  
	     2.5
	 	 Guarantee Absolute and Unconditional
	  	 	12	  
	     2.6
	 	 Reinstatement
	  	 	14	  
	     2.7
	 	 Payments
	  	 	14	  
			
	 SECTION 3
	 	 GRANT OF SECURITY INTEREST
	  	 	14	  
	     3.1
	 	 Grant
	  	 	14	  
	     3.2
	 	 Pledged Collateral
	  	 	15	  
	     3.3
	 	 Certain Limited Exceptions
	  	 	15	  
	     3.4
	 	 Intercreditor Relations
	  	 	18	  
			
	 SECTION 4
	 	 REPRESENTATIONS AND WARRANTIES
	  	 	18	  
	     4.1
	 	 Representations and Warranties of Each U.S. Guarantor
	  	 	18	  
	     4.2
	 	 Representations and Warranties of Each U.S. Grantor
	  	 	19	  
	     4.3
	 	 Representations and Warranties of Each U.S. Pledgor
	  	 	22	  
	     4.4
	 	 Representations and Warranties of Each U.S. Granting Party
	  	 	23	  
			
	 SECTION 5
	 	 COVENANTS
	  	 	23	  
	     5.1
	 	 Covenants of Each U.S. Guarantor
	  	 	23	  
	     5.2
	 	 Covenants of Each U.S. Grantor
	  	 	24	  
	     5.3
	 	 Covenants of Each U.S. Pledgor
	  	 	28	  
			
	 SECTION 6
	 	 REMEDIAL PROVISIONS
	  	 	30	  
	     6.1
	 	 Certain Matters Relating to Accounts
	  	 	30	  
	     6.2
	 	 Communications with Obligors; U.S. Grantors Remain Liable
	  	 	31	  
	     6.3
	 	 Pledged Stock
	  	 	32	  
	     6.4
	 	 Proceeds to Be Turned Over to the ABL Collateral Agent
	  	 	33	  
	     6.5
	 	 Application of Proceeds
	  	 	33	  
	     6.6
	 	 Code and Other Remedies
	  	 	34	  
	     6.7
	 	 Registration Rights
	  	 	35	  
	     6.8
	 	 Waiver; Deficiency
	  	 	35	  
			
	 SECTION 7
	 	 THE ABL COLLATERAL AGENT
	  	 	36	  
	     7.1
	 	 ABL Collateral Agent’s Appointment as Attorney-in-Fact, etc
	  	 	36	  
	     7.2
	 	 Duty of ABL Collateral Agent
	  	 	37	  
	     7.3
	 	 Financing Statements
	  	 	38	  
	     7.4
	 	 Authority of ABL Collateral Agent
	  	 	38	  
	     7.5
	 	 Right of Inspection
	  	 	38	  


  
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	 SECTION 8
	  	 NON-LENDER SECURED PARTIES
	  	 	39	  
	     8.1
	  	 Rights to Collateral
	  	 	39	  
	     8.2
	  	 Appointment of Agent
	  	 	40	  
	     8.3
	  	 Waiver of Claims
	  	 	40	  
	     8.4
	  	 Designation of Non-Lender Secured Parties
	  	 	40	  
			
	 SECTION 9
	  	 MISCELLANEOUS
	  	 	41	  
	     9.1
	  	 Amendments in Writing
	  	 	41	  
	     9.2
	  	 Notices
	  	 	41	  
	     9.3
	  	 No Waiver by Course of Conduct; Cumulative Remedies
	  	 	41	  
	     9.4
	  	 Enforcement Expenses; Indemnification
	  	 	42	  
	     9.5
	  	 Successors and Assigns
	  	 	42	  
	     9.6
	  	 Set-Off
	  	 	42	  
	     9.7
	  	 Counterparts
	  	 	43	  
	     9.8
	  	 Severability
	  	 	43	  
	     9.9
	  	 Section Headings
	  	 	43	  
	     9.10
	  	 Integration
	  	 	43	  
	     9.11
	  	 GOVERNING LAW
	  	 	43	  
	     9.12
	  	 Submission to Jurisdiction; Waivers
	  	 	43	  
	     9.13
	  	 Acknowledgments
	  	 	44	  
	     9.14
	  	 WAIVER OF JURY TRIAL
	  	 	44	  
	     9.15
	  	 Additional U.S. Granting Parties
	  	 	45	  
	     9.16
	  	 Releases
	  	 	45	  
	     9.17
	  	 Judgment
	  	 	47	  
	     9.18
	  	 Transfer Tax Acknowledgment
	  	 	47	  

  

			
	SCHEDULES
		
	1	  	Notice Addresses of U.S. Granting Parties
	2	  	Pledged Securities
	3	  	Perfection Matters
	4A	  	Financing Statements
	4B	  	Granting Party Information
	5	  	Intellectual Property
	6	  	Commercial Tort Claims
	7	  	Letter-of-Credit Rights
	
	ANNEXES
		
	1	  	Acknowledgment and Consent of Issuers who are not U.S. Granting Parties
	2	  	Assumption Agreement
	3	  	Supplemental Agreement
	4	  	Joinder and Release


  
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 U.S. GUARANTEE AND COLLATERAL AGREEMENT 

U.S. GUARANTEE AND COLLATERAL AGREEMENT, dated as of July [—], 2014, made by VERITIV
CORPORATION, a Delaware corporation (as further defined in the ABL Credit Agreement, “Holding”), XPEDX INTERMEDIATE, LLC, a Delaware limited liability company, in its specific capacity as Parent Borrower (together with its
successors and assigns, the “Parent Borrower”), XPEDX, LLC, a New York limited liability company (the “OpCo Borrower”), each Domestic Subsidiary Borrower of the Parent Borrower party hereto from time to time (as
further defined in subsection 1.1, the “Subsidiary Borrowers”; the Parent Borrower, the OpCo Borrower and the Subsidiary Borrowers, the “U.S. Borrowers”) and certain other Domestic Subsidiaries of the Parent
Borrower from time to time party hereto, in favor of BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “ABL Collateral Agent”) and administrative agent (in such capacity, the “Administrative Agent”)
for the banks and other financial institutions from time to time parties to the ABL Credit Agreement described below. 
 W I T N E S S E T H:

 WHEREAS, pursuant to that certain ABL Credit Agreement, dated as of the date hereof (as amended, waived, supplemented or otherwise
modified from time to time, together with any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing the Indebtedness under such agreement or any successor agreements, the “ABL Credit
Agreement”), among the Parent Borrower, the OpCo Borrower, the Subsidiary Borrowers, the Administrative Agent, the ABL Collateral Agent and the other parties party thereto, the Lenders (as defined in subsection 1.1) have severally
agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein; 
 WHEREAS, the U.S.
Borrowers are members of an affiliated group of companies that includes Holding, the Parent Borrower, the OpCo Borrower, the Subsidiary Borrowers, the Parent Borrower’s other Domestic Subsidiaries that are party hereto and any other Domestic
Subsidiaries of the Parent Borrower (other than any Excluded Subsidiary (as defined in the ABL Credit Agreement)) that becomes a party hereto from time to time after the date hereof (Holding, the Parent Borrower, the OpCo Borrower and such Domestic
Subsidiaries (other than any Excluded Subsidiary collectively, the “U.S. Granting Parties”)); 
 WHEREAS, the proceeds of
the extensions of credit under the ABL Credit Agreement will be used in part to enable the U.S. Borrowers to make valuable transfers to one or more of the other U.S. Granting Parties in connection with the operation of their respective businesses;

 WHEREAS, the Parent Borrower and the other U.S. Granting Parties are engaged in related businesses, and each such U.S. Granting Party
will derive substantial direct and indirect benefit from the making of the extensions of credit under the ABL Credit Agreement; 
 WHEREAS,
it is a condition to the obligation of the Lenders to make their respective extensions of credit under the ABL Credit Agreement that the U.S. Granting Parties shall execute and deliver this Agreement to the ABL Collateral Agent for the benefit of
the Secured Parties; and 
 WHEREAS, the ABL Collateral Agent and one or more Additional Agents may in the future enter into one or more
Intercreditor Agreements, including an intercreditor agreement substantially in the form attached to the ABL Credit Agreement as Exhibit E thereto (with such changes as the Administrative Agent may deem reasonably necessary or advisable due to a
change in applicable law) or such other form as may be agreed between the Borrower Representative and the ABL Collateral Agent (and approved by the Required Lenders), and acknowledged by Holding, the U.S. Borrowers and the








 
other U.S. Granting Parties (as amended, waived, supplemented or otherwise modified from time to time (subject to subsection 9.1), the “Base Intercreditor
Agreement”), and one or more Other Intercreditor Agreements or Intercreditor Agreement Supplements. 
 NOW, THEREFORE, in
consideration of the premises and to induce the Administrative Agent, the ABL Collateral Agent and the Lenders to enter into the ABL Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers
thereunder, each U.S. Granting Party hereby agrees with the Administrative Agent and the ABL Collateral Agent, for the benefit of the Secured Parties (as defined herein), as follows: 

SECTION 1 DEFINED TERMS 
 1.1
Definitions. 
 (a) Unless otherwise defined herein, terms defined in the ABL Credit Agreement and used herein shall have the
meanings given to them in the ABL Credit Agreement, and the following terms that are defined in the Code (as defined below and in effect on the date hereof) are used herein as so defined: Cash Proceeds, Chattel Paper, Commercial Tort Claims,
Documents, Electronic Chattel Paper, Equipment, Farm Products, Fixtures, General Intangibles, Goods, Letter-of-Credit Rights, Money, Promissory Notes, Records, Securities, Securities Accounts and Supporting Obligations. 

(b) The following terms shall have the following meanings: 

“ABL Collateral Agent”: as defined in the preamble hereto. 

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

“Accounts”: all accounts (as defined in the Code) of each U.S. Grantor, including, without limitation, all Accounts (as
defined in the ABL Credit Agreement) and Accounts Receivable of such U.S. Grantor. 
 “Accounts Receivable”: any right to
payment, whether or not earned by performance, for goods sold, leased, licensed, assigned or otherwise disposed, or for services rendered or to be rendered, which is not evidenced by an instrument (as defined in the Code) or Chattel Paper. 

“Additional Agent”: any administrative agent, collateral agent, security agent, trustee or other representative, in each case
including any successor thereto, for or of any one or more secured parties in respect of any Incurrence of Indebtedness (including under subsection 8.1(a) of the ABL Credit Agreement) that is permitted by the ABL Credit Agreement to be secured by a
Lien on the Security Collateral. 
 “Adjusted Net Worth”: of any U.S. Guarantor at any time, the greater of
(x) $0 and (y) the amount by which the fair saleable value of such U.S. Guarantor’s assets on the date of the respective payment hereunder exceeds its debts and other liabilities (including contingent liabilities, but
without giving effect to any of its obligations under this Agreement or any other Loan Document). 
 “Administrative
Agent”: as defined in the preamble hereto. 
 “Agreement”: this U.S. Guarantee and Collateral Agreement, as the
same may be amended, supplemented, waived or otherwise modified from time to time. 

  
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 “Applicable Law”: as defined in subsection 9.8. 

“Bank Products Affiliate”: shall mean any Person who (i) has entered into a Bank Products Agreement with a U.S.
Grantor with the obligations of such U.S. Grantor thereunder being secured by one or more Loan Documents, (ii) was an Agent, a Lender or an Affiliate of a Lender on the date hereof, or at the time of entry into such Bank Products
Agreement, or on the date hereof, or at the time of the designation referred to in the following clause (iii) and (iii) has been designated by the Parent Borrower for and on behalf of the U.S. Borrowers in accordance with
subsection 8.4. 
 “Bank Products Agreement”: any agreement pursuant to which a bank or other financial institution
agrees to provide (i) treasury services, (ii) credit card, merchant card, purchasing card or stored value card services (including, without limitation, processing and other administrative services with respect thereto),
(iii) cash management services (including, without limitation, controlled disbursements, credit cards, credit card processing services, automated clearinghouse transactions, return items, netting, overdrafts, depository, lockbox, stop
payment, electronic funds transfer, information reporting, wire transfer and interstate depository network services) and (iv) other similar banking products or services as may be requested by any U.S. Grantor (other than letters of
credit and other than loans except indebtedness arising from services described in clauses (i) through (iii) of this definition). 

“Bankruptcy Case”: (i) Holding or any of its Subsidiaries commencing any case, proceeding or other action
(A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or relief of debtors, seeking to have an order for relief entered with respect to it, or
seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or
(B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or Holding, or any of its Subsidiaries making a general assignment for the benefit
of its creditors; or (ii) there being commenced against Holding or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for
relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days. 

“Bankruptcy Code”: Title 11 of the United States Code. 

“Base Intercreditor Agreement”: as defined in the recitals hereto. 

“Borrower Obligations”: with respect to any Borrower, the collective reference to all obligations and liabilities of such
Borrower in respect of the unpaid principal of and interest on (including, without limitation, interest and fees accruing after the maturity of the Loans and Reimbursement Obligations and interest and fees accruing after (or that would accrue but
for) the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to such Borrower, whether or not a claim for post-filing or post-petition interest or fees is allowed in such
proceeding) the Loans, the Reimbursement Obligations, and all other obligations and liabilities of such Borrower to the Secured Parties, 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 ABL Credit Agreement, the Loans, the Letters of Credit, this Agreement, the other Loan Documents, any Hedging Agreement entered into with any Hedging Affiliate or any Bank Products Agreement
entered into with any Bank Products Affiliate, in each case whether on account of principal, interest, reimbursement obligations, amounts payable in connection with any such Bank Products Agreement or termination of any transaction entered into
pursuant to any such Interest Rate Agreement, fees, indemnities, costs, expenses or otherwise (including, without limitation, all reasonable fees, expenses and disbursements of counsel to the 

  
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Administrative Agent or any other Secured Party that are required to be paid by such Borrower pursuant to the terms of the ABL Credit Agreement or any other Loan Document). With respect to any
U.S. Guarantor, if and to the extent, under the Commodity Exchange Act or any rule, regulation or order of the CFTC (or the application or official interpretation of any thereof), all or a portion of the guarantee of such U.S. Guarantor of, or the
grant by such U.S. Guarantor of a security interest for, the obligation (the “Excluded Borrower Obligation”) to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of
section 1a(47) of the Commodity Exchange Act (or the analogous term or section in any amended or successor statute) is or becomes illegal, the Borrower Obligations guaranteed by such U.S. Guarantor shall not include any such Excluded Borrower
Obligation. 
 “Borrowers”: U.S. Borrowers and Canadian Borrowers. 

“Cash Flow Agent”: any administrative agent, collateral agent, security agent, trustee or other representative, in each case
including any successor thereto, for or of any one or more secured parties in respect of any Incurrence of Indebtedness (including under subsection 8.1(z) of the ABL Credit Agreement) that is permitted by the ABL Credit Agreement to be secured by a
Lien on the Security Collateral, which Lien ranks senior to the Lien of the ABL Collateral Agent with respect to Non-ABL Priority Collateral. 

“CFTC”: the Commodity Futures Trading Commission or any successor to the Commodity Futures Trading Commission. 

“Code”: the Uniform Commercial Code as from time to time in effect in the State of New York. 

“Collateral”: as defined in subsection 3.1; provided that, for purposes of Section 8,
“Collateral” shall have the meaning assigned to such term in the ABL Credit Agreement. 
 “Collateral Account
Bank”: any bank or an Affiliate thereof which at all times is the ABL Collateral Agent or a Lender or an Affiliate thereof, as selected by the relevant U.S. Grantor and consented to in writing by the ABL Collateral Agent (such consent not
to be unreasonably withheld or delayed). 
 “Collateral Proceeds Account”: a non-interest bearing cash collateral account
established and maintained by the relevant U.S. Grantor at an office of the Collateral Account Bank in the name, and in the sole dominion and control of, the ABL Collateral Agent for the benefit of the Secured Parties. 

“Collateral Representative”: (i) if no Intercreditor Agreement is then in effect, the ABL Collateral Agent and
(ii) if any Intercreditor Agreement is then in effect, the Person acting thereunder as representative for the ABL Collateral Agent and the Secured Parties for the applicable purpose contemplated by this Agreement. 

“Commercial Tort Action”: any action, other than an action primarily seeking declaratory or injunctive relief with respect to
claims asserted or expected to be asserted by Persons other than the U.S. Grantors, that is commenced by a U.S. Grantor in the courts of the United States of America, any state or territory thereof or any political subdivision of any such state or
territory, in which any U.S. Grantor seeks damages arising out of torts committed against it that would reasonably be expected to result in a damage award to it exceeding $20,000,000. 

“Commodity Exchange Act”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as in effect from time to
time, or any successor statute. 

  
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 “Contracts”: with respect to any U.S. Grantor, all contracts, agreements,
instruments and indentures in any form and portions thereof, to which such U.S. Grantor is a party or under which such U.S. Grantor or any property of such U.S. Grantor is subject, as the same may from time to time be amended, supplemented, waived
or otherwise modified, and all rights of such U.S. Grantor thereunder, including, without limitation, (i) all rights of such U.S. Grantor to receive moneys due and to become due to it thereunder or in connection therewith,
(ii) all rights of such U.S. Grantor to damages arising thereunder and (iii) all rights of such U.S. Grantor to perform and to exercise all remedies thereunder. 

“Copyright Licenses”: with respect to any U.S. Grantor, all United States written license agreements of such U.S. Grantor
providing for the grant by or to such U.S. Grantor of any right under any United States copyright of such U.S. Grantor, other than agreements with any Person that is an Affiliate or a Subsidiary of the Parent Borrower or such U.S. Grantor,
including, without limitation, any license agreements listed on Schedule 5, subject, in each case, to the terms of such license agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered
by such licenses. 
 “Copyrights”: with respect to any U.S. Grantor, all of such U.S. Grantor’s right, title and
interest in and to all United States copyrights, whether or not the underlying works of authorship have been published or registered, all United States copyright registrations and copyright applications, including, without limitation, any copyright
registrations and copyright applications listed on Schedule 5, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including,
without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past or future infringements thereof and (iii) the right to sue or otherwise recover for past, present and future
infringements and misappropriations thereof. 
 “Deposit Account”: any “deposit account” as such term is defined
in the Code (as in effect on the date hereof), now or hereafter maintained by any U.S. Grantor, and, in any event, shall include, but shall not be limited to all DDAs, all Concentration Accounts and the U.S. Core Concentration Accounts. 

“Excluded Assets”: as defined in subsection 3.3. 

“first priority”: with respect to any Lien purported to be created by this Agreement, that such Lien is the most senior Lien
to which such Collateral is subject. 
 “Foreign Intellectual Property”: any right, title or interest in or to any
copyrights, copyright licenses, patents, patent applications, patent licenses, trade secrets, trade secret licenses, trademarks, service marks, trademark and service mark applications, trade names, trade dress, trademark licenses, technology,
know-how and processes or any other intellectual property governed by or arising or existing under, pursuant to or by virtue of the laws of any jurisdiction other than the United States of America or any state thereof. 

“Guarantor Obligations”: with respect to any U.S. Guarantor, the collective reference to (i) the Obligations
guaranteed by such U.S. Guarantor pursuant to Section 2 and (ii) all obligations and liabilities of such U.S. Guarantor that may arise under or in connection with this Agreement or any other Loan Document to which such U.S.
Guarantor is a party, any Hedging Agreement entered into with any Hedging Affiliate or any Bank Products Agreement entered into with any Bank Products Affiliate, in each case whether on account of guarantee obligations, reimbursement obligations,
fees, indemnities, costs, expenses or otherwise (including, without limitation, all reasonable fees, expenses and disbursements of counsel to the Administrative Agent or to any other Secured Party that are required to be paid by such U.S. Guarantor
pursuant to the terms of this Agreement or any other Loan Document and interest and fees accruing after (or that would accrue but for) the filing of any petition in bankruptcy, or the 

  
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commencement of any insolvency, reorganization or like proceeding, relating to such U.S. Guarantor, whether or not a claim for post-filing or post-petition interest or fees is allowed in such
proceeding). With respect to any U.S. Guarantor, if and to the extent, under the Commodity Exchange Act or any rule, regulation or order of the CFTC (or the application or official interpretation of any thereof), all or a portion of the guarantee of
such U.S. Guarantor of, or the grant by such U.S. Guarantor of a security interest for, the obligation (together with the Excluded Borrower Obligation, the “Excluded Obligation”) to pay or perform under any agreement, contract or
transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act (or the analogous term or section in any amended or successor statute) is or becomes illegal, the Guarantor Obligations of such U.S.
Guarantor shall not include any such Excluded Obligation. 
 “Hedging Affiliate”: any Person who (i) has
entered into a Hedging Agreement with any U.S. Grantor with the obligations of such U.S. Grantor thereunder being secured by one or more Loan Documents, (ii) was an Agent, a Lender or an Affiliate of a Lender on the date hereof, or at
the time of entry into such Hedging Agreement, or at the time of the designation referred to in the following clause (iii), and (iii) has been designated by the Parent Borrower for and on behalf of the U.S. Borrowers in accordance with
subsection 8.4. 
 “Hedging Agreement”: any Interest Rate Agreement, Commodities Agreement, Currency Agreement or
any other credit or equity swap, collar, cap, floor or forward rate agreement, or other agreement or arrangement designed to protect against fluctuations in interest rates or currency, commodity, credit or equity values or creditworthiness
(including, without limitation, any option with respect to any of the foregoing and any combination of the foregoing agreements or arrangements), and any confirmation executed in connection with any such agreement or arrangement. 

“Holding”: as defined in the preamble hereto. 

“Instruments”: as defined in Article 9 of the Code but excluding Pledged Securities. 

“Intellectual Property”: with respect to any U.S. Grantor, the collective reference to such U.S. Grantor’s Copyrights,
Copyright Licenses, Patents, Patent Licenses, Trade Secrets, Trade Secret Licenses, Trademarks and Trademark Licenses. 

“Intercompany Note”: with respect to any U.S. Grantor, any promissory note in a principal amount in excess of $5,000,000
evidencing loans made by such U.S. Grantor to Holding, the Parent Borrower or any of its Subsidiaries. 
 “Inventory”: with
respect to any U.S. Grantor, all inventory (as defined in the Code) of such U.S. Grantor, including, without limitation, all Inventory (as defined in the ABL Credit Agreement) of such U.S. Grantor. 

“Investment Property”: the collective reference to (i) all “investment property” as such term is
defined in Section 9-102(a)(49) of the Code as in effect on the date hereof (other than (a) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign
Subsidiary in excess of 65% of any series of such Capital Stock and (b) any Capital Stock excluded from the definition of “Pledged Stock”) and (ii) whether or not constituting “investment property” as so
defined, all Pledged Securities. 
 “Issuers”: the collective reference to issuers of Pledged Stock, including (as of the
Closing Date) the Persons identified on Schedule 2 as the issuers of Pledged Stock together with any successors to such companies. 

  
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 “Lender Secured Parties”: the collective reference to (i) the
Administrative Agent, the ABL Collateral Agent and each Other Representative, (ii) the Lenders (including the Canadian Facility Lenders, the Issuing Lenders and the Swing Line Lender), and (iii) each of their respective
successors and assigns and their permitted transferees and endorsees. 
 “Non-Lender Secured Parties”: the collective
reference to all Bank Products Affiliates and Hedging Affiliates and their respective successors, assigns, transferees and replacements thereof, in each case in their capacity as such. 

“Obligations”: (i) in the case of each Borrower, its Borrower Obligations and (ii) in the case of
each U.S. Guarantor, its Guarantor Obligations. 
 “Parent Borrower”: as defined in the preamble hereto. 

“Patent Licenses”: with respect to any U.S. Grantor, all United States written license agreements of such U.S. Grantor
providing for the grant by or to such U.S. Grantor of any right under any United States patent, patent application, or patentable invention other than agreements with any Person that is an Affiliate or a Subsidiary of the Parent Borrower or such
U.S. Grantor, including, without limitation, the license agreements listed on Schedule 5, subject, in each case, to the terms of such license agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory now or
hereafter covered by such licenses. 
 “Patents”: with respect to any U.S. Grantor, all of such U.S. Grantor’s right,
title and interest in and to all United States patents, patent applications and patentable inventions and all reissues and extensions thereof, including, without limitation, all patents and patent applications identified in Schedule 5, and
including, without limitation, (i) all inventions and improvements described and claimed therein, (ii) the right to sue or otherwise recover for any and all past, present and future infringements and misappropriations
thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and
payments for past, present or future infringements thereof), and (iv) all other rights corresponding thereto in the United States and all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions
thereof, all improvements thereon, and all other rights of any kind whatsoever of such U.S. Grantor accruing thereunder or pertaining thereto. 

“Pledged Collateral”: as to any U.S. Pledgor other than Holding, the Pledged Securities, and as to Holding, the Pledged
Stock, in all cases now owned or at any time hereafter acquired by such U.S. Pledgor, and any Proceeds thereof. 
 “Pledged
Notes”: with respect to any U.S. Pledgor other than Holding, all Intercompany Notes at any time issued to, or held or owned by, such U.S. Pledgor. 

“Pledged Securities”: the collective reference to the Pledged Notes and the Pledged Stock. 

“Pledged Stock”: with respect to any U.S. Pledgor other than Holding, the shares of Capital Stock listed on Schedule 2
as held by such U.S. Pledgor, together with any other shares of Capital Stock of any Subsidiary of such U.S. Pledgor required to be pledged by such U.S. Pledgor pursuant to subsection 7.9 of the ABL Credit Agreement, as well as any other shares,
stock, unit or other similar certificates, options or rights of any nature whatsoever in respect of any Capital Stock of any Issuer that may be issued or granted to, or held by, such U.S. Pledgor while this Agreement is in effect, and, with respect
to Holding, the shares of Capital Stock of the Parent Borrower, as well as any other shares, stock, 

  
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unit or other similar certificates, options or rights of any nature whatsoever in respect of the Capital Stock of the Parent Borrower that may be issued or granted to, or held by, Holding while
this Agreement is in effect, in each case, for the avoidance of doubt, unless and until such time as the respective pledge of such Capital Stock under this Agreement is released in accordance with the terms hereof and of the ABL Credit Agreement;
provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to pledge, directly or indirectly, (i) more than 65% of any series of the outstanding Capital Stock (including for these purposes any
investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary, (ii) any Capital Stock of a Subsidiary of any Foreign Subsidiary, (iii) de minimis shares of a Foreign Subsidiary held by
any U.S. Pledgor as a nominee or in a similar capacity, (iv) any Capital Stock of any Captive Insurance Subsidiary, (v) Capital Stock of any Subsidiary that is not a Loan Party, or of any joint venture, in each case that is
prohibited (for so long as such restriction or any replacement or renewal thereof is in effect) by any applicable Contractual Obligation or Requirement of Law from being pledged to secure the Obligations or that would require governmental (including
regulatory) consent, approval, license or authorization to be pledged unless such consent, approval, license or authorization has been received and (vi) without duplication, any Excluded Assets. 

“Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the Code (as in effect on the
date hereof) and, in any event, Proceeds of Pledged Securities shall include, without limitation, all dividends or other income from the Pledged Securities, collections thereon or distributions or payments with respect thereto. 

“Restrictive Agreements”: as defined in subsection 3.3(a). 

“Secured Parties”: the collective reference to the Lender Secured Parties and the Non-Lender Secured Parties. 

“Security Collateral”: with respect to any U.S. Granting Party, collectively, the Collateral (if any) and the Pledged
Collateral (if any) of such U.S. Granting Party. 
 “Specified Assets”: as defined in subsection 4.2.2(b). 

“Subsidiary Borrowers”: any Subsidiary (other than the Canadian Borrower) that becomes a U.S. Borrower pursuant to a Joinder
Agreement together with their respective successors and assigns. 
 “Trade Secret Licenses”: with respect to any U.S.
Grantor, all United States written license agreements of such U.S. Grantor providing for the grant by or to such U.S. Grantor of any right under any United States trade secrets, including, without limitation, know-how, processes, formulae,
compositions, designs, and confidential business and technical information, and all rights of any kind whatsoever accruing thereunder or pertaining thereto, other than agreements with any Person that is an Affiliate or a Subsidiary of the Parent
Borrower or such U.S. Grantor, subject, in each case, to the terms of such license agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered by such licenses. 

“Trade Secrets”: with respect to any U.S. Grantor, all of such U.S. Grantor’s right, title and interest in and to all
United States trade secrets, including, without limitation, know-how, processes, formulae, compositions, designs, and confidential business and technical information, and all rights of any kind whatsoever
accruing thereunder or pertaining thereto, including, without limitation, (i) all income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, payments under all
licenses, non-disclosure agreements and memoranda of understanding entered into in connection therewith, and damages and payments for past or future misappropriations thereof, and (ii) the right to
sue or otherwise recover for past, present or future misappropriations thereof. 

  
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 “Trademark Licenses”: with respect to any U.S. Grantor, all United States
written license agreements of such U.S. Grantor providing for the grant by or to such U.S. Grantor of any right under any United States trademarks, service marks, trade names, trade dress or other indicia of trade origin or business identifiers,
other than agreements with any Person that is an Affiliate or a Subsidiary of the Parent Borrower or such U.S. Grantor, including, without limitation, the license agreements listed on Schedule 5, subject, in each case, to the terms of such
license agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered by such licenses. 

“Trademarks”: with respect to any U.S. Grantor, all of such U.S. Grantor’s right, title and interest in and to all
United States trademarks, service marks, trade names, trade dress or other indicia of trade origin or business identifiers, trademark and service mark registrations, and applications for trademark or service mark registrations (except for
“intent to use” applications for trademark or service mark registrations filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c)
and 1(d) of said Act has been filed and accepted), and any renewals thereof, including, without limitation, each registration and application identified in Schedule 5, and including, without limitation, (i) the right to sue or
otherwise recover for any and all past, present and future infringements or dilutions thereof, (ii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without
limitation, payments under all licenses entered into in connection therewith, and damages and payments for past or future infringements thereof), and (iii) all other rights corresponding thereto in the United States and all other rights
of any kind whatsoever of such U.S. Grantor accruing thereunder or pertaining thereto in the United States, together in each case with the goodwill of the business connected with the use of, and symbolized by, each such trademark, service mark,
trade name, trade dress or other indicia of trade origin or business identifiers. 
 “ULC”: an Issuer that is an unlimited
company, unlimited liability corporation or unlimited liability company. 
 “ULC Laws”: the Companies Act
(Nova Scotia), the Business Corporations Act (British Columbia), Business Corporations Act (Alberta) and all laws of Nova Scotia, British Columbia, Alberta or any other province or territory of Canada related to ULCs.  

“ULC Shares”: shares or other equity interests in the Capital Stock of a ULC. 

“U.S. Borrowers”: as defined in the preamble hereto. 

“U.S. Granting Parties”: as defined in the recitals hereto. 

“U.S. Grantor”: Holding, the U.S. Borrowers and each of the Parent Borrower’s other Domestic Subsidiaries that are party
hereto and any other Domestic Subsidiary of the Parent Borrower that becomes a party hereto from time to time after the date hereof. 

“U.S. Guarantors”: the collective reference to each U.S. Granting Party, provided, that when referring to the U.S.
Borrowers as U.S. Guarantors, such reference shall be a reference solely to a guaranty of the Obligations of the Canadian Borrowers. 

“U.S. Pledgor”: Holding (solely with respect to the Pledged Stock held by Holding in the Parent Borrower), each U.S. Borrower
(with respect to Pledged Securities held by the applicable U.S. Borrower and all other Pledged Collateral of such U.S. Borrower) and each other U.S. Grantor (with respect to Pledged Securities held by such U.S. Grantor and all other Pledged
Collateral of such U.S. Grantor). 

  
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 “Vehicles”: all cars, trucks, trailers, construction and earth moving equipment
and other vehicles covered by a certificate of title law of any state and all tires and other appurtenances to any of the foregoing. 
 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, subsection, Schedule and Annex references are to this Agreement unless otherwise
specified. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” 

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

(c) Where the context requires, terms relating to the Collateral, Pledged Collateral or Security Collateral or any part thereof, when used in
relation to a U.S. Granting Party shall refer to such U.S. Granting Party’s Collateral, Pledged Collateral or Security Collateral or the relevant part thereof. 

(d) All references in this Agreement to any of the property described in the definition of the term “Collateral,” “Pledged
Collateral” or “Security Collateral,” or to any Proceeds thereof, shall be deemed to be references thereto only to the extent the same constitute Collateral, Pledged Collateral or Security Collateral, respectively. 

SECTION 2 GUARANTEE 
 2.1
Guarantee. 
 (a) Each of the U.S. Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the
Administrative Agent, for the benefit of the Secured Parties, the prompt and complete payment and performance by each Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations of such
Borrower owed to the Secured Parties. 
 (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum
liability of each U.S. Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount that can be guaranteed by such U.S. Guarantor under applicable law, including applicable federal and state laws relating to the
insolvency of debtors; provided that, to the maximum extent permitted under applicable law, it is the intent of the parties hereto that the rights of contribution of each U.S. Guarantor provided in subsection 2.2 be included as an
asset of the respective U.S. Guarantor in determining the maximum liability of such U.S. Guarantor hereunder. 
 (c) Each U.S. Guarantor
agrees that the Borrower Obligations guaranteed by it hereunder may at any time and from time to time exceed the amount of the liability of such U.S. Guarantor hereunder without impairing the guarantee contained in this Section 2 or
affecting the rights and remedies of the Administrative Agent or any other Secured Party hereunder. 

  
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 (d) The guarantee contained in this Section 2 shall remain in full force and effect
until the earliest to occur of (i) the first date on which all the Loans, any Reimbursement Obligations, all other Borrower Obligations then due and owing, and the obligations of each U.S. Guarantor under the guarantee contained in this
Section 2 then due and owing shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized, backstopped or otherwise provided for pursuant
to arrangements reasonably acceptable to the relevant Issuing Lender) and the Commitments shall be terminated, notwithstanding that from time to time during the term of the ABL Credit Agreement any of the Borrowers may be free from any Borrower
Obligations, (ii) as to any U.S. Guarantor, the sale or other disposition of all of the Capital Stock of such U.S. Guarantor (to a Person other than the U.S. Borrowers or a U.S. Guarantor), or any other transaction or occurrence as a
result of which such U.S. Guarantor ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is permitted under the ABL Credit Agreement and (iii) as to any U.S. Guarantor, such U.S. Guarantor becoming an Excluded
Subsidiary. 
 (e) No payment made by any Borrower, any of the U.S. Guarantors, any other U.S. Guarantor or any other Person or received or
collected by the Administrative Agent or any other Secured Party from any of the Borrowers, any of the U.S. Guarantors, any other U.S. 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 any of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any U.S. Guarantor hereunder which shall, notwithstanding any such
payment (other than any payment made by such U.S. Guarantor in respect of the Borrower Obligations or any payment received or collected from such U.S. Guarantor in respect of any of the Borrower Obligations), remain liable for the Borrower
Obligations of each Borrower guaranteed by it hereunder up to the maximum liability of such U.S. Guarantor hereunder until the earliest to occur of (i) the first date on which all the Loans, any Reimbursement Obligations and all other
Borrower Obligations then due and owing, are paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably
acceptable to the relevant Issuing Lender) and the Commitments are terminated, (ii) as to any U.S. Guarantor, a sale or other disposition of all of the Capital Stock of such U.S. Guarantor (other than to a U.S. Borrower or a U.S.
Guarantor), or any other transaction or occurrence as a result of which such U.S. Guarantor ceases to be a Restricted Subsidiary of the Parent Borrower, in each case, that is permitted under the ABL Credit Agreement and (iii) as to any
U.S. Guarantor, such U.S. Guarantor becoming an Excluded Subsidiary. 
 2.2 Right of Contribution. Each U.S. Guarantor hereby agrees
that to the extent that a U.S. Guarantor shall have paid more than its proportionate share (based, to the maximum extent permitted by law, on the respective Adjusted Net Worths of the U.S. Guarantors on the date the respective payment is made) of
any payment made hereunder, such U.S. Guarantor shall be entitled to seek and receive contribution from and against any other U.S. Guarantor hereunder that has not paid its proportionate share of such payment. Each U.S. Guarantor’s right of
contribution shall be subject to the terms and conditions of subsection 2.3. The provisions of this subsection 2.2 shall in no respect limit the obligations and liabilities of any U.S. Guarantor to the Administrative Agent and the
other Secured Parties, and each U.S. Guarantor shall remain liable to the Administrative Agent and the other Secured Parties for the full amount guaranteed by such U.S. Guarantor hereunder. 

2.3 No Subrogation. Notwithstanding any payment made by any U.S. Guarantor hereunder or any set-off or application of funds of any U.S.
Guarantor by the ABL Collateral Agent or any other Secured Party, no U.S. Guarantor shall be entitled to be subrogated to any of the rights of the ABL Collateral Agent or any other Secured Party against any Borrower or any other U.S. Guarantor or
any collateral security or guarantee or right of offset held by the ABL Collateral Agent or any other Secured 

  
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Party for the payment of the Borrower Obligations, nor shall any U.S. Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower or any other U.S. Guarantor in
respect of payments made by such U.S. Guarantor hereunder, until all amounts owing to the ABL Collateral Agent and the other Secured Parties by any Borrower on account of the Borrower Obligations are paid in full in cash, no Letter of Credit shall
be outstanding (except for Letters of Credit that have been cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender) and the Commitments are terminated. If any amount
shall be paid to any U.S. Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full in cash or any Letter of Credit shall remain outstanding (except for Letters of Credit that
have been cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender) or any of the Commitments shall remain in effect, such amount shall be held by such U.S. Guarantor in
trust for the ABL Collateral Agent and the other Secured Parties, segregated from other funds of such U.S. Guarantor, and shall, forthwith upon receipt by such U.S. Guarantor, be turned over to the ABL Collateral Agent in the exact form received by
such U.S. Guarantor (duly indorsed by such U.S. Guarantor to the ABL Collateral Agent, if required), to be held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such U.S. Guarantor and/or then
or at any time thereafter may be applied against any Borrower Obligations, whether matured or unmatured, in such order as the ABL Collateral Agent may determine. 

2.4 Amendments, etc. with Respect to the Obligations. To the maximum extent permitted by law, each U.S. Guarantor shall remain
obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Guarantor and without notice to or further assent by any U.S. Guarantor, any demand for payment of any of the Borrower Obligations made by the ABL
Collateral Agent, the Administrative Agent or any other Secured Party may be rescinded by the ABL Collateral Agent, the Administrative Agent or such other Secured Party 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, waived, modified,
accelerated, compromised, subordinated, waived, surrendered or released by the ABL Collateral Agent, the Administrative Agent or any other Secured Party, and the ABL Credit Agreement and the other Loan Documents and any other documents executed and
delivered in connection therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the ABL Collateral Agent or the Administrative Agent (or the Required Lenders or the applicable Lender(s), 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 ABL Collateral Agent, the Administrative Agent or any other Secured Party for the payment of any of the Borrower Obligations may
be sold, exchanged, waived, surrendered or released. None of the ABL Collateral Agent, the Administrative Agent and each other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security
for any of the Borrower Obligations or for the guarantee contained in this Section 2 or any property subject thereto, except to the extent required by applicable law. 

2.5 Guarantee Absolute and Unconditional. Each U.S. Guarantor waives, to the maximum extent permitted by applicable law, 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 ABL Collateral Agent, the Administrative Agent or any other Secured Party upon the guarantee contained in this
Section 2 or acceptance of the guarantee contained in this Section 2; each of the Borrower Obligations, and any obligation contained therein, 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 any of the Borrowers and any of the U.S. Guarantors, on the one hand, and the ABL Collateral Agent, the
Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee 

  
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contained in this Section 2. Each U.S. Guarantor waives, to the maximum extent permitted by applicable law, diligence, presentment, protest, demand for payment and notice of default
or nonpayment to or upon any of the Borrowers or any of the other U.S. Guarantors with respect to any of the Borrower Obligations. Each U.S. Guarantor understands and agrees, to the extent permitted by law, that the guarantee contained in this
Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and not of collection. Each U.S. Guarantor hereby waives, to the maximum extent permitted by applicable law, any and all defenses (other than
any claim alleging breach of a contractual provision of any of the Loan Documents) that it may have arising out of or in connection with any and all of the following: (a) the validity or enforceability of the ABL 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 ABL Collateral Agent, the Administrative Agent or any
other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any of the Borrowers against the ABL Collateral Agent, the
Administrative Agent or any other Secured Party, (c) any change in the time, place, manner or place of payment, amendment, or waiver or increase in any of the Obligations, (d) any exchange, non-perfection, taking, or release
of Security Collateral, (e) any change in the structure or existence of any of the Borrowers, (f) any application of Security Collateral to any of the Obligations, (g) any law, regulation or order of any
jurisdiction, or any other event, affecting any term of any Obligation or the rights of the ABL Collateral Agent, the Administrative Agent or any other Secured Party with respect thereto, including, without limitation, (i) the
application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of any currency (other than Dollars) for Dollars or the remittance of funds outside of such jurisdiction or the unavailability
of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such
jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, (iii) any expropriation, confiscation,
nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives any Borrower of any assets or their use, or of the ability to operate its business or a material part thereof, or (iv) any
war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases
contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement), or (h) any other circumstance whatsoever (other than payment in full in cash of the
Borrower Obligations guaranteed by it hereunder) (with or without notice to or knowledge of any of the Borrowers or such U.S. Guarantor) or any existence of or reliance on any representation by the Secured Parties that constitutes, or might be
construed to constitute, an equitable or legal discharge of any of the Borrowers for the Borrower Obligations, or of such U.S. 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 U.S. Guarantor, the ABL Collateral Agent, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand
on or otherwise pursue such rights and remedies as it may have against any of the Borrowers, any other U.S. Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations guaranteed by such U.S. Guarantor
hereunder or any right of offset with respect thereto, and any failure by the ABL Collateral Agent, the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from
any of the Borrowers, any other U.S. Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other U.S. Guarantor or any other Person or
any such collateral security, guarantee or right of offset, shall not relieve any U.S. 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 ABL Collateral Agent, the Administrative Agent or any other Secured Party against any U.S. Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. 

  
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 2.6 Reinstatement. The guarantee of any U.S. Guarantor 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 guaranteed by such U.S. Guarantor hereunder is rescinded or must otherwise be
restored or returned by the ABL Collateral Agent, the Administrative Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any U.S. Guarantor, or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any U.S. Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made. 

2.7 Payments. Each U.S. Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or
counterclaim, in Dollars (or in the case of any amount required to be paid in any other currency pursuant to the requirements of the ABL Credit Agreement or other agreement relating to the respective Obligations, such other currency), at the
Administrative Agent’s office specified in subsection 11.2 of the ABL Credit Agreement or such other address as may be designated in writing by the Administrative Agent to such U.S. Guarantor from time to time in accordance with subsection 11.2
of the ABL Credit Agreement. 
 SECTION 3 GRANT OF SECURITY INTEREST 

3.1 Grant. Each U.S. Grantor (other than Holding) hereby grants, subject to existing licenses to use the Copyrights, Patents,
Trademarks and Trade Secrets granted by such U.S. Grantor in the ordinary course of business, to the ABL Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such U.S. Grantor, as collateral
security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such U.S. Grantor, except as provided in subsection 3.3. The term
“Collateral,” as to any U.S. Grantor, means the following property (wherever located) now owned or at any time hereafter acquired by such U.S. Grantor or in which such U.S. Grantor now has or at any time in the future may acquire
any right, title or interest, except as provided in subsection 3.3: 
 (a) all Accounts; 

(b) all Money (including all cash); 

(c) all Cash Equivalents; 

(d) all Chattel Paper; 

(e) all Contracts; 

(f) all Deposit Accounts; 

(g) all Documents; 

(h) all Equipment and Goods; 

(i) all General Intangibles; 

(j) all Instruments; 

  
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 (k) all Intellectual Property; 

(l) all Inventory; 

(m) all Investment Property; 

(n) all Letter-of-Credit Rights; 

(o) all Fixtures; 

(p) all Supporting Obligations; 

(q) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any
Commercial Tort Actions subject to a further writing provided in accordance with subsection 5.2.12); 
 (r) all books
and records relating to the foregoing; 
 (s) the Collateral Proceeds Account; and 

(t) to the extent not otherwise included, all Proceeds 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 that, Collateral shall not include any Pledged Collateral, or
any property or assets described in the proviso to the definition of Pledged Stock. 
 3.2 Pledged Collateral. Each U.S. Granting
Party that is a U.S. Pledgor hereby grants to the ABL Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Pledged Collateral of such U.S. Pledgor now owned or at any time hereafter acquired by such U.S.
Pledgor, including any Proceeds thereof, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such U.S. Pledgor, except as provided
in subsection 3.3. 
 3.3 Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or
any other Security Document in any right, title or interest of any U.S. Grantor under or in, and “Collateral” and “Pledged Collateral” shall not include the following (collectively, the “Excluded Assets”): 

(a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses,
Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holding, a Subsidiary of Holding, the Parent Borrower, a Restricted Subsidiary or an Affiliate thereof (collectively, “Restrictive
Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a
security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code and any other applicable law, the granting of security interests therein
can be made without resulting in a breach, default or termination of such Restrictive Agreements); 

  
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 (b) any Equipment or other property that would otherwise be included in the
Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in subsection 8.2(e) (with respect to
Purchase Money Obligations or Capitalized Lease Obligations) or 8.2(n) (with respect to such Liens described in such subsection 8.2(d)) of the ABL Credit Agreement to the extent that the agreements governing such Purchase Money Obligations or
Capitalized Lease Obligations prohibit the granting of a security interest to the ABL Collateral Agent hereunder (but in each case only for so long as such Liens are in place) or (y) is subject to any Lien in respect of Hedging
Obligations permitted by subsection 8.2(d) that do not constitute Secured Bank Product Obligations of the ABL Credit Agreement to the extent that the agreements governing such Hedging Obligations prohibit the granting of a security interest to the
ABL Collateral Agent hereunder (but in each case only for so long as such Liens are in place), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments,
together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other assets consisting
of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of the assets referred to in any of
subclauses (i) through (iii) of this subclause (y); 
 (c) any property that (A) would otherwise be
included in the Security Collateral (and such property shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Sale and Leaseback Transaction or
(B) is subject to any Liens permitted under subsection 8.2 of the ABL Credit Agreement which relates to property subject to any such Sale and Leaseback Transaction or general intangibles related thereto (but only for so long as such
Liens are in place), provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any U.S. Grantor as consideration for the sale or other
disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral; 
 (d)
each U.S. Pledgor acknowledges that certain of the Pledged Collateral of such U.S. Pledgor may now or in the future consist of ULC Shares, and that it is the intention of the ABL Collateral Agent and each U.S. Pledgor that neither the ABL Collateral
Agent nor any other Secured Party should under any circumstances prior to realization be held to be a “member” or “shareholder,” as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions
to the contrary contained in this Agreement, the ABL Credit Agreement or any other Loan Document, where a U.S. Pledgor is the registered and beneficial owner of ULC Shares which are Pledged Collateral of such U.S. Pledgor, such U.S. Pledgor will
remain the sole registered and beneficial owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the ABL Collateral Agent, any other Secured Party, or any other Person on the books and records of the
applicable ULC. Accordingly, each U.S. Pledgor shall be entitled to receive and retain for its own account any dividend or other distribution, if any, in respect of such ULC Shares (except for any dividend or distribution comprised of share
certificates representing Pledged Collateral, which shall be delivered to the Collateral Representative to hold as Pledged Collateral hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies
of the applicable ULC to the same extent as such U.S. Pledgor would if such ULC Shares were not pledged to the ABL Collateral Agent pursuant hereto. Nothing in this Agreement, the ABL Credit Agreement or any other Loan Document is intended to, and
nothing in this Agreement, the ABL Credit Agreement 

  
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or any other Loan Document shall, constitute the ABL Collateral Agent, any other Secured Party, or any other Person other than the applicable U.S. Pledgor, a member or shareholder of a ULC for
the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such U.S. Pledgor and further steps are taken pursuant hereto or thereto so as to register the ABL Collateral Agent, any other
Secured Party, or such other Person, as specified in such notice, as the holder of the ULC Shares. To the extent any provision hereof would have the effect of constituting the ABL Collateral Agent or any other Secured Party as a member or a
shareholder, as applicable, of any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Pledged Collateral of any U.S. Pledgor, without otherwise invalidating or rendering
unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Collateral of any U.S. Pledgor which is not ULC Shares. Except upon the exercise of rights of the ABL Collateral Agent to sell,
transfer or otherwise dispose of ULC Shares in accordance with this Agreement, each U.S. Pledgor shall not cause or permit, or enable an Issuer that is a ULC to cause or permit, the ABL Collateral Agent or any other Secured Party to:
(a) be registered as a shareholder or member of such Issuer; (b) have any notation entered in their favor in the share register of such Issuer; (c) be held out as shareholders or members of such Issuer;
(d) receive, directly or indirectly, any dividends, property or other distributions from such Issuer by reason of the ABL Collateral Agent holding the security interests over the ULC Shares; or (e) act as a shareholder of
such Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Issuer or to vote its ULC Shares; 

(e) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which
is described in the proviso to the definition of Pledged Stock; 
 (f) any interest in leased real property (including
Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters); 

(g) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest
is less than the Dollar Equivalent of $25,000,000 individually; 
 (h) any Vehicles and any assets subject to a certificate
of title; 
 (i) Letter-of-Credit Rights individually with a value of less than $7,500,000 (other than Letter-of-Credit
Rights (i) to the extent such Letter-of-Credit Rights are Supporting Obligations in respect of Collateral and (ii) in which a security interest is automatically perfected by filings under the Code; provided that,
notwithstanding any other provision of this Agreement or any other Loan Document, neither the Parent Borrower nor any U.S. Grantor will be required to confer perfection by control over any such Letter-of-Credit Rights) and Commercial Tort Claims
individually with a value of less than $20,000,000; 
 (j) assets to the extent the granting or perfecting of a security
interest in such assets would result in costs or other consequences to Holding or any of its Subsidiaries as reasonably determined in writing by the Parent Borrower, the Administrative Agent and, to the extent such assets would otherwise constitute
ABL Priority Collateral, the ABL Collateral Agent, that are excessive in view of the benefits that would be obtained by the Secured Parties; 

(k) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under
the ABL Credit Agreement, applicable law or regulation 

  
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or the organizational or joint venture documents of any non-wholly owned Subsidiary (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the Code (or any successor provision
or provisions) as in effect in any relevant jurisdiction, or any other applicable law (including the Bankruptcy Code) or principles of equity), or to the extent that such security interests would result in material adverse tax consequences to the
Parent Borrower or any one or more of its Subsidiaries as reasonably determined in writing by the Parent Borrower and consented to in writing by the ABL Collateral Agent (it being understood that the Lenders shall not require the Parent Borrower or
any of its subsidiaries to enter into any security agreements or pledge agreements governed by foreign law); 
 (l) Foreign
Intellectual Property; 
 (m) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any
Equipment or other assets constituting a part thereof; 
 (n) any Capital Stock and other securities of a Subsidiary of the
Parent Borrower to the extent that the pledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of the holders of securities results in Holding, the Parent Borrower or any of its Restricted Subsidiaries being
required to file separate financial statements of such Subsidiary with the SEC (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect
from time to time, but only to the extent necessary to not be subject to such requirement; and 
 (o) any assets or property
of Holding, other than the Pledged Stock of the Parent Borrower. 
 3.4 Intercreditor Relations. The ABL Collateral Agent
acknowledges and agrees that the relative priority of the Liens granted to the ABL Collateral Agent, the Administrative Agent, any Cash Flow Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor
Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the ABL Collateral Agent pursuant to this Agreement, the obligations of the U.S. Grantors
(including with respect to delivery of any Security Collateral) and the exercise of any right or remedy by the ABL Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict
between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the ABL Collateral Agent, any Cash Flow Agent and any Additional Agent, in the case of
the Base Intercreditor Agreement, and (ii) the ABL Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each U.S. Grantor
may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. 

SECTION 4 REPRESENTATIONS AND WARRANTIES 

4.1 Representations and Warranties of Each U.S. Guarantor. To induce the ABL Collateral Agent and the Lenders to enter into the ABL
Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder, each U.S. Guarantor hereby represents and warrants to the ABL Collateral Agent and each other Secured Party that the
representations and warranties set forth in Section 5 of the ABL Credit Agreement as they relate to such U.S. Guarantor or to the Loan Documents to which such U.S. Guarantor is a party, each of which representations and warranties is hereby
incorporated herein by reference, are true and correct in all material respects, and the 

  
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ABL Collateral Agent and each other Secured Party shall be entitled to rely on each of such representations and warranties as if fully set forth herein; provided that each reference in
each such representation and warranty to the Parent Borrower’s knowledge shall, for the purposes of this subsection 4.1, be deemed to be a reference to such U.S. Guarantor’s knowledge. 

4.2 Representations and Warranties of Each U.S. Grantor. To induce the ABL Collateral Agent and the Lenders to enter into the ABL
Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder, each U.S. Grantor hereby represents and warrants to the ABL Collateral Agent and each other Secured Party that, in each case after
giving effect to the Transactions: 
 4.2.1 Title; No Other Liens. Except for the security interests granted to the
ABL Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on such U.S. Grantor’s Security Collateral by the ABL Credit Agreement (including, without limitation, subsection 8.2
thereof), such U.S. Grantor owns each item of such U.S. Grantor’s Collateral free and clear of any and all Liens. As of the Closing Date, except as set forth on Schedule 3, no currently effective financing statement or other similar
public notice with respect to any Lien securing Indebtedness on all or any part of such U.S. Grantor’s Security Collateral is on file or of record in any public office in the United States of America, any state, territory or dependency thereof
or the District of Columbia, except such as have been filed in favor of the ABL Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement or as are permitted by the ABL Credit Agreement (including, without limitation,
subsection 8.2 thereof) or any other Loan Document or for which termination statements will be delivered on the Closing Date. 

4.2.2 Perfected First Priority Liens. 

(a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and
enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign 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. 
 (b) Except with regard to (i) Liens (if any) on Specified Assets and
(ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to
and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a
security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any
Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel
Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions
required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security 

  
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interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons,
in each case other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course
Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable
Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be
limited by applicable domestic or foreign 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. As used in this subsection 4.2.2(b), the following terms shall have the following meanings: 

“Filings”: the filing or recording of (i) the Financing Statements as set forth in Schedule
3, (ii) this Agreement or a short form or notice thereof with respect to Intellectual Property as set forth in Schedule 3, and (iii) any filings after the Closing Date in any other jurisdiction as may be necessary
under any Requirement of Law. 
 “Financing Statements”: the financing statements attached hereto on
Schedule 4A for filing in the jurisdictions listed in Schedule 4B. 
 “Ordinary Course
Transferees”: (i) with respect to goods only, buyers in the ordinary course of business and lessees in the ordinary course of business to the extent provided in Section 9-320(a) and 9-321 of the Uniform Commercial Code as
in effect from time to time in the relevant jurisdiction, (ii) with respect to general intangibles only, licensees in the ordinary course of business to the extent provided in Section 9-321 of the Uniform Commercial Code as in
effect from time to time in the relevant jurisdiction and (iii) any other Person that is entitled to take free of the Lien pursuant to the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction. 

“Specified Assets”: the following property and assets of such U.S. Grantor: 

 

	 	(1)	Patents, Patent Licenses, Trademarks and Trademark Licenses to the extent that (a) Liens thereon cannot be perfected by the filing of financing statements under the Uniform Commercial Code as in effect from
time to time in the relevant jurisdiction or by the filing and acceptance of this Agreement or a short form or notice in the United States Patent and Trademark Office or (b) such Patents, Patent Licenses, Trademarks and Trademark
Licenses are not, individually or in the aggregate, material to the business of the Parent Borrower and its Subsidiaries taken as a whole; 

  

	 	(2)	Copyrights and Copyright Licenses with respect thereto and Accounts or receivables arising therefrom to the extent that (a) Liens thereon cannot be perfected by filing and acceptance of this Agreement or a
short form or notice thereof in the United States Copyright Office or (b) the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction is not applicable to the creation or perfection of Liens thereon;



  
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	 	(3)	Collateral for which the perfection of Liens thereon requires filings in or other actions under the laws of jurisdictions outside of the United States of America, any State, territory or dependency thereof or the
District of Columbia; 

  

	 	(4)	goods included in Collateral received by any Person from any U.S. Grantor for “sale or return” within the meaning of Section 2-326(1)(b) of the Uniform Commercial Code as in effect from time to time in
the relevant jurisdiction, to the extent of claims of creditors of such Person; 

  

	 	(5)	Fixtures, Vehicles, any other assets subject to certificates of title and Money; and Cash Equivalents (other than Cash Equivalents constituting Investment Property to the extent a security interest therein is perfected
by the filing of a financing statement under the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction); 

  

	 	(6)	Proceeds of Accounts or Inventory which do not themselves constitute Collateral or which do not constitute identifiable Cash Proceeds or which have not yet been transferred to or deposited in the Collateral Proceeds
Account (if any) or the Concentration Account of a U.S. Grantor subject to the ABL Collateral Agent’s control; 

  

	 	(7)	Contracts, Accounts or receivables subject to the Assignment of Claims Act; 

  

	 	(8)	uncertificated securities (to the extent a security interest is not perfected by the filing of a financing statement under the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction);


  

	 	(9)	any Goods (other than Inventory) in which a security interest is not perfected by filing a financing statement in the applicable U.S. Grantor’s “location” (within the meaning of Section 9-307 of the
Uniform Commercial Code as in effect from time to time in the relevant jurisdiction); and 

  

	 	(10)	any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a
security interest is automatically perfected by filings under the Code, (ii) Pledged Stock and (iii) DDAs, Concentration Accounts and the U.S. Core Concentration Account (in each case only to the extent required pursuant to
subsection 4.16 of the ABL Credit Agreement). 

 4.2.3 [Reserved] 

4.2.4 Farm Products. None of such U.S. Grantor’s Collateral constitutes, or is the Proceeds of, Farm Products. 

4.2.5 Accounts Receivable. The amounts represented by such U.S. Grantor (other than Holding) to the Administrative Agent
or the other Secured Parties from time to time as owing by each account debtor or by all account debtors in respect of such U.S. Grantor’s (other than Holding) Accounts Receivable constituting ABL Priority Collateral will at such time be the
correct amount, in all material respects, actually owing by such account debtor or debtors thereunder, except to the extent that appropriate reserves therefor have been established on the books of such U.S. Grantor (other than Holding) in accordance
with GAAP. Unless otherwise 

  
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indicated in writing to the Administrative Agent, each Account Receivable of such U.S. Grantor (other than Holding) arises out of a bona fide sale and delivery of goods or rendition of services
by such U.S. Grantor (other than Holding). Such U.S. Grantor (other than Holding) has not given any account debtor any deduction in respect of the amount due under any such Account, except in the ordinary course of business, as otherwise permitted
by the Loan Documents or as such U.S. Grantor (other than Holding) may otherwise advise the Administrative Agent in writing. 

4.2.6 Patents, Copyrights and Trademarks. Schedule 5 lists all material Trademarks, material Copyrights and
material Patents, in each case, registered in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and owned by such U.S. Grantor (other than Holding) in its own name as of the date hereof, and all
material Trademark Licenses, all material Copyright Licenses and all material Patent Licenses (including, without limitation, material Trademark Licenses for registered Trademarks, material Copyright Licenses for registered Copyrights and material
Patent Licenses for registered Patents but excluding licenses to commercially available “off-the-shelf” software) owned by such U.S. Grantor (other than Holding) in its own name as of the date hereof, in each case, other than Foreign
Intellectual Property. 
 4.2.7 Letter-of-Credit Rights. Schedule 7 lists all Letter-of-Credit Rights not
constituting Excluded Assets owned by any U.S. Grantor (other than Holding) on the date hereof. 
 4.3 Representations and Warranties of
Each U.S. Pledgor . To induce the ABL Collateral Agent, the Administrative Agent and the Lenders to enter into the ABL Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder, each
U.S. Pledgor hereby represents and warrants to the ABL Collateral Agent and each other Secured Party that: 
 4.3.1 Except as
provided in subsection 3.3, the shares of Pledged Stock pledged by such U.S. Pledgor hereunder constitute (i) in the case of shares of a Domestic Subsidiary, all the issued and outstanding shares of all classes of the Capital
Stock of such Domestic Subsidiary owned by such U.S. Pledgor and (ii) in the case of any Pledged Stock constituting Capital Stock of any Foreign Subsidiary, as of the Closing Date such percentage (not more than 65%) as is specified on
Schedule 2 of all the issued and outstanding shares of all classes of the Capital Stock of each such Foreign Subsidiary owned by such U.S. Pledgor. 

4.3.2 [Reserved]. 

4.3.3 Such U.S. Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it
hereunder, free of any and all Liens securing Indebtedness owing to any other Person, except the security interest created by this Agreement and Liens permitted by subsection 8.2 of the ABL Credit Agreement. 

4.3.4 Except with respect to security interests in Pledged Securities (if any) constituting Specified Assets, upon delivery to
the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of the certificates evidencing the Pledged Securities held by such U.S. Pledgor
together with executed undated stock powers or other instruments of transfer, the security interest created by this Agreement in such Pledged Securities constituting certificated securities, assuming the continuing possession of such Pledged
Securities by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, will constitute a valid, perfected first priority (subject, in terms
of priority only, to the priority of the Liens of the applicable Collateral 

  
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Representative or any Additional Agent) security interest in such Pledged Securities to the extent provided in and governed by the Code enforceable in accordance with its terms against all
creditors of such U.S. Pledgor and any Persons purporting to purchase such Pledged Securities from such U.S. Pledgor, to the extent provided in and governed by the Code, in each case subject to Liens permitted by subsection 8.2 of the ABL Credit
Agreement (and by any applicable Intercreditor Agreement) to attach to such Pledged Securities, and except as to enforcement, as may be limited by applicable domestic or foreign 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. 

4.3.5 Except with respect to security interests in Pledged Securities (if any) constituting Specified Assets, upon the earlier
of (x) the filing of the Financing Statements or of financing statements delivered pursuant to subsection 7.9 of the ABL Credit Agreement in the relevant jurisdiction and (y) the obtaining and maintenance of
“control” (as described in the Code) by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent (or their respective agents appointed for purposes of perfection), as applicable, in accordance with any
applicable Intercreditor Agreement, of all Pledged Securities that constitute uncertificated securities, the security interest created by this Agreement in such Pledged Securities that constitute uncertificated securities, will constitute a valid,
perfected first priority (subject, in terms of priority only, to the priority of the Liens of the applicable Collateral Representative or any Additional Agent) security interest in such Pledged Securities constituting uncertificated securities to
the extent provided in and governed by the Code, enforceable in accordance with its terms against all creditors of such U.S. Pledgor and any persons purporting to purchase such Pledged Securities from such U.S. Pledgor, to the extent provided in and
governed by the Code, in each case subject to Liens permitted by subsection 8.2 of the ABL Credit Agreement (and any applicable Intercreditor Agreement) to attach to such Pledged Securities, and except as to enforcement, as may be limited by
applicable domestic or foreign 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. 
 4.4 Representations and Warranties of Each
U.S. Granting Party. 
 4.4.1 As of the Closing Date, Schedule 4B sets forth the full and exact legal name (as it
appears in each respective certificate or articles of incorporation, limited liability company certificate of formation or similar organizational documents, in each case as amended to date), the type of organization, the jurisdiction of organization
(or formation, as applicable), the organizational identification number, the federal tax identification number (or equivalent) and the chief executive office address and the preferred mailing address (if different than chief executive office) of
each U.S. Granting Party. 
 SECTION 5 COVENANTS 

5.1 Covenants of Each U.S. Guarantor. Each U.S. Guarantor covenants and agrees with the ABL Collateral Agent and the other Secured
Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans, any Reimbursement Obligations, and all other Obligations then due and owing, shall have been paid in full in cash,
no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender) and the


  
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Commitments shall have terminated, (ii) as to any U.S. Guarantor, a sale or other disposition of all the Capital Stock of such U.S. Guarantor (other than to the U.S. Borrowers or a
U.S. Guarantor), or any other transaction or occurrence as a result of which such U.S. Guarantor ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is permitted under the ABL Credit Agreement or (iii) as to
any U.S. Guarantor, such U.S. Guarantor becoming an Excluded Subsidiary, such U.S. 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 U.S. Guarantor or any of its Restricted Subsidiaries. 

5.2 Covenants of Each U.S. Grantor. Each U.S. Grantor (other than Holding) covenants and agrees with the ABL Collateral Agent and the
other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in
full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender) and the
Commitments shall have terminated, (ii) as to any U.S. Grantor, a sale or other disposition of all the Capital Stock of such U.S. Grantor (other than to the U.S. Borrowers or a U.S. Guarantor), or any other transaction or occurrence as a
result of which such U.S. Grantor ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is permitted under the ABL Credit Agreement or (iii) as to any U.S. Grantor, such U.S. Grantor becoming an Excluded
Subsidiary: 
 5.2.1 Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any
of such U.S. Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such U.S. Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such U.S. Grantor
evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the ABL Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the
request of the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the ABL
Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the ABL Collateral Agent, the
applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such U.S. Grantor shall not permit any other Person to
possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the ABL Credit Agreement or as contemplated by any applicable Intercreditor Agreements. 

5.2.2 [Reserved]. 

5.2.3 Payment of Obligations. Such U.S. Grantor will pay and discharge or otherwise satisfy before they become
delinquent, as the case may be, all material taxes, assessments and governmental charges or levies imposed upon such U.S. Grantor’s Collateral or in respect of income or profits therefrom, as well as all material claims of any kind (including,
without limitation, material claims for labor, materials and supplies) against or with respect to such U.S. Grantor’s Collateral, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on the books of such U.S. Grantor and except to the extent that failure to do so, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 


  
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 5.2.4 Maintenance of Perfected Security Interest; Further Documentation.

 (a) Such U.S. Grantor shall maintain the security interest created by this Agreement in such U.S. Grantor’s
Collateral as a perfected security interest as and to the extent described in subsection 4.2.2 and to defend the security interest created by this Agreement in such U.S. Grantor’s Collateral against the claims and demands of all Persons
whomsoever (subject to the other provisions hereof). 
 (b) Such U.S. Grantor will furnish to the ABL Collateral Agent from
time to time statements and schedules further identifying and describing such U.S. Grantor’s Collateral and such other reports in connection with such U.S. Grantor’s Collateral as the ABL Collateral Agent may reasonably request in writing,
all in reasonable detail. 
 (c) At any time and from time to time, upon the written request of the ABL Collateral Agent, and
at the sole expense of such U.S. Grantor, such U.S. Grantor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the ABL Collateral 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 by such U.S. Grantor, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code (or
other similar laws) as in effect from time to time in any United States jurisdiction with respect to the security interests created hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document,
neither the Parent Borrower nor any U.S. Grantor will be required to (i) take any action in any jurisdiction other than the United States of America, or required by the laws of any such non-U.S. jurisdiction, or enter into any security
agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests
(or other Liens) in any Collateral, (ii) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) as
required by subsection 4.16 of the ABL Credit Agreement and (B) in the case of Security Collateral that constitutes Capital Stock or Pledged Notes in certificated form, delivering such Capital Stock or Pledged Notes to the ABL Collateral
Agent (or another Person as required under any applicable Intercreditor Agreement), (iii) take any action in order to perfect any security interests in any assets specifically requiring perfection through control (including cash, cash
equivalents, deposit accounts or securities accounts) (except, in each case (A) as required by subsection 4.16 of the ABL Credit Agreement and (B) to the extent consisting of proceeds perfected by the filing of a financing
statement under the Code or, in the case of Pledged Stock, by being held by the ABL Collateral Agent or an Additional Agent as agent for the ABL Collateral Agent), (iv) deliver landlord lien waivers, estoppels or collateral access
letters or (v) file any fixture filing with respect to any security interest in Fixtures affixed to or attached to any real property constituting Excluded Assets. 

(d) The ABL Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or
obtaining a delivery of documents or other deliverables with respect to, particular assets of any U.S. Grantor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would
otherwise be required to be accomplished by this Agreement or any other Security Documents. 
 5.2.5 Changes in Name,
Jurisdiction of Organization, etc. Such U.S. Grantor will give prompt written notice to the ABL Collateral Agent of any change in its name, legal form or 

  
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jurisdiction of organization (whether by merger or otherwise) (and in any event, within 30 days of such change); provided that, promptly after receiving a written request therefor from the
ABL Collateral Agent, such U.S. Grantor shall deliver to the ABL Collateral Agent all additional financing statements and other documents reasonably necessary or desirable to maintain the validity, perfection and priority of the security interests
created hereunder and other documents reasonably requested by the ABL Collateral Agent to maintain the validity, perfection and priority of the security interests as and to the extent provided for herein and upon receipt of such additional financing
statements the ABL Collateral Agent shall either promptly file such additional financing statements or approve the filing of such additional financing statements by such U.S. Grantor. Upon any such approval such U.S. Grantor shall proceed with the
filing of the additional financing statements and deliver copies (or other evidence of filing) of the additional filed financing statements to the ABL Collateral Agent. 

5.2.6 Notices. Such U.S. Grantor will advise the ABL Collateral Agent promptly, in reasonable detail, of: 

(a) any Lien (other than security interests created hereby or permitted by the ABL Credit Agreement (including Liens permitted
by subsection 8.2 of the ABL Credit Agreement)) on any of such U.S. Grantor’s Collateral which would materially adversely affect the ability of the ABL Collateral Agent to exercise any of its remedies hereunder; and 

(b) the occurrence of any other event which would reasonably be expected to have a material adverse effect on the security
interests created hereby. 
 5.2.7 Pledged Stock. In the case of each U.S. Grantor that is an Issuer, such Issuer
agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Stock other than ULC Shares issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify
the ABL Collateral Agent promptly in writing of the occurrence of any of the events described in subsection 5.3.1 with respect to the Pledged Stock issued by it and (iii) the terms of subsections 6.3(c) and 6.7 shall
apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to subsection 6.3(c) or 6.7 with respect to the Pledged Stock other than ULC Shares issued by it. 

5.2.8 Accounts Receivable. 

(a) With respect to Accounts Receivable, such U.S. Grantor will not, other than in the ordinary course of business or as
permitted by the Loan Documents, (i) grant any extension of the time of payment of any of such U.S. Grantor’s Accounts Receivable, (ii) compromise or settle any such Account Receivable for less than the full amount
thereof, (iii) release, wholly or partially, any Person liable for the payment of any such Account Receivable, (iv) allow any credit or discount whatsoever on any such Account Receivable, (v) amend, supplement or
modify any such Account Receivable unless such extensions, compromises, settlements, releases, credits, discounts, amendments, supplements or modifications would not reasonably be expected to materially adversely affect the value of the Accounts
Receivable taken as a whole or (vi) evidence any Accounts Receivable by an Instrument as Chattel Paper. 
 (b)
Such U.S. Grantor will deliver to the ABL Collateral Agent a copy of each material demand, notice or document received by it from any obligor under the Accounts Receivable that disputes the validity or enforceability of more than 7.5% of the
aggregate amount of the then outstanding Accounts Receivable. 

  
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 5.2.9 Maintenance of Records. Such U.S. Grantor will keep and maintain at
its own cost and expense reasonably satisfactory records of its Collateral, including, without limitation, a record of all payments received and all credits granted with respect to such Collateral, and shall mark such records to evidence this
Agreement and the Liens and the security interests created hereby. 
 5.2.10 Acquisition of Intellectual Property.
Concurrently with the delivery of the annual Compliance Certificate pursuant to subsection 7.2(a) of the ABL Credit Agreement, the Borrower Representative will notify the ABL Collateral Agent of any acquisition by the U.S. Grantor of
(i) any registration of any material United States Copyright, Patent or Trademark or (ii) any exclusive rights under a material United States Copyright License, Patent License or Trademark License constituting Collateral, and
each applicable U.S. Grantor shall take such actions as may be reasonably requested by the ABL Collateral Agent (but only to the extent such actions are within such U.S. Grantor’s control) to perfect the security interest granted to the ABL
Collateral Agent and the other Secured Parties therein, to the extent provided herein in respect of any United States Copyright, Patent or Trademark constituting Collateral, by (x) the execution and delivery of an amendment or supplement
to this Agreement (or amendments to any such agreement previously executed or delivered by such U.S. Grantor) and/or (y) the making of appropriate filings (I) of financing statements under the Uniform Commercial Code as in
effect from time to time in any applicable jurisdiction and/or (II) in the United States Patent and Trademark Office, or with respect to Copyrights and Copyright Licenses, the United States Copyright Office. 

5.2.11 [Reserved]. 

5.2.12 Commercial Tort Actions. All Commercial Tort Actions of each U.S. Grantor in existence on the date of this
Agreement, known to such U.S. Grantor on the date hereof, are described in Schedule 6. If any U.S. Grantor shall at any time after the date of this Agreement acquire a Commercial Tort Action, such U.S. Grantor shall promptly notify the ABL
Collateral Agent thereof in a writing signed by such U.S. Grantor and describing the details thereof and shall grant to the ABL Collateral Agent in such writing a security interest therein and in the proceeds thereof, all upon and subject to the
terms of this Agreement. 
 5.2.13 Deposit Accounts; etc. Such U.S. Grantor shall take, or 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 breach of subsection 4.16 of the ABL Credit Agreement is caused by the failure to take such action or to refrain from taking such action by such U.S.
Grantor or any of its Subsidiaries. 
 5.2.14 Protection of Trademarks. Such U.S. Grantor shall, with respect to any
Trademarks that are material to the business of such U.S. Grantor, use commercially reasonable efforts not to cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of
such Trademarks at a level at least substantially consistent with the quality of such products and services as of the date hereof, and shall use commercially reasonable efforts to take all steps reasonably necessary to ensure that licensees of such
Trademarks use such consistent standards of quality, in each case, except as would not reasonably be expected to have a Material Adverse Effect. 

5.2.15 Protection of Intellectual Property. Subject to and except as permitted by the ABL Credit Agreement, such U.S.
Grantor shall use commercially reasonable efforts not to do any act or omit to do any act whereby any of the Intellectual Property that is material to the business of such U.S. Grantor may lapse, expire, or become abandoned, or unenforceable, in
each case, except as would not reasonably be expected to have a Material Adverse Effect. 

  
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 5.2.16 Assignment of Letter-of-Credit Rights. In the case of any
Letter-of-Credit Rights of any U.S. Grantor not constituting Excluded Assets acquired following the Closing Date and constituting Security Collateral, such U.S. Grantor shall use its commercially reasonable efforts to promptly obtain the consent of
the issuer thereof and any nominated person thereon to the assignment of the proceeds of the related letter of credit in accordance with Section 5-114(c) of the Code. 

5.3 Covenants of Each U.S. Pledgor. Each U.S. Pledgor covenants and agrees with the ABL Collateral Agent and the other Secured Parties
that, from and after the date of this Agreement until the earliest to occur of (i) the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be
outstanding (except for Letters of Credit that have been cash or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender) and the Commitments shall have terminated, (ii) as to any U.S. Pledgor, a sale or
other disposition of all the Capital Stock of such U.S. Pledgor (other than to a U.S. Borrower or a U.S. Guarantor), or any other transaction or occurrence as a result of which such U.S. Pledgor ceases to be a Restricted Subsidiary of the Parent
Borrower, in each that is permitted under the ABL Credit Agreement or (iii) as to any U.S. Pledgor, such U.S. Pledgor becoming an Excluded Subsidiary: 

5.3.1 Additional Shares. If such U.S. Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled
to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate
issued in connection with any reorganization), stock option or similar 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 U.S. Pledgor shall accept the same as the agent of the ABL Collateral Agent and the other Secured Parties, hold the same in trust for the ABL Collateral Agent and the other Secured Parties and deliver the same
forthwith to the ABL Collateral Agent (who will hold the same on behalf of the Secured Parties), the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact
form received, duly indorsed by such U.S. Pledgor to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an
undated stock power covering such certificate duly executed in blank by such U.S. Grantor, to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable
Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to subsection 3.3 and provided that in no event shall there be pledged, nor shall any U.S. Pledgor be required to
pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in
respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Parent Borrower not prohibited by the ABL Credit Agreement) shall be paid over to the ABL Collateral
Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral Agent, the applicable Collateral Representative or any Additional
Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the 

  
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Obligations, and, except in the case of ULC Shares, in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with
respect to the Pledged Stock 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 ABL Collateral Agent, be delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the ABL Collateral
Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof as additional collateral security for the Obligations, in each case except
as otherwise provided by the applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such U.S. Pledgor, such U.S. Pledgor shall, until such money or property is
paid or delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, hold such money or property in trust for the Secured Parties,
segregated from other funds of such U.S. Pledgor, as additional collateral security for the Obligations. 
 5.3.2
[Reserved]. 
 5.3.3 Pledged Notes. Such U.S. Pledgor shall, within 60 days (or such longer period as may be
agreed by the ABL Collateral Agent in its sole discretion) following the date of this Agreement (or on such later date upon which it becomes a party hereto pursuant to subsection 9.15), deliver to the ABL Collateral Agent, the applicable
Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, all Pledged Notes then held by such U.S. Pledgor, endorsed in blank or, at the request of the ABL Collateral Agent, the
applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, endorsed to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as
applicable, in accordance with any applicable Intercreditor Agreement. Furthermore, within ten Business Days (or such longer period as may be agreed by the ABL Collateral Agent in its sole discretion) after any U.S. Pledgor obtains a Pledged Note,
such U.S. Pledgor shall cause such Pledged Note to be delivered to the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, endorsed in
blank or, at the request of the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, endorsed to the ABL Collateral Agent, the applicable
Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement. 

5.3.4 Maintenance of Security Interest. 

(a) Such U.S. Pledgor shall maintain the security interest created by this Agreement in such U.S. Pledgor’s Pledged
Collateral as a security interest having at least the perfection and priority described in subsection 4.3.4 or subsection 4.3.5, as applicable and shall defend such security interest against the claims and demands of all Persons
whomsoever. At any time and from time to time, upon the written request of the ABL Collateral Agent and at the sole expense of such U.S. Pledgor, such U.S. Pledgor will promptly and duly execute and deliver such further instruments and documents and
take such further actions as the ABL Collateral 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 by such U.S. Pledgor; provided, that
notwithstanding 

  
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any other provision of this Agreement or any other Loan Documents, neither the Parent Borrower nor any other U.S. Pledgor will be required to (i) take any action in any jurisdiction
other than the United States of America, or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to create any security
interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (ii) deliver control agreements with respect to, or confer perfection
by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) as required by subsection 4.16 of the ABL Credit Agreement and (B) in the case of Security Collateral that
constitutes Capital Stock or Pledged Notes in certificated form, delivering such Capital Stock or Pledged Notes to the ABL Collateral Agent (or another Person as required under any applicable Intercreditor Agreement), (iii) take any
action in order to perfect any security interests in any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or securities accounts) constituting Excluded Assets (except, in each case, to the
extent consisting of proceeds perfected by the filing of a financing statement under the Code or, in the case of Pledged Stock, by being held by the ABL Collateral Agent or an Additional Agent as agent for the ABL Collateral Agent),
(iv) deliver landlord lien waivers, estoppels or collateral access letters or (v) file any fixture filing with respect to any security interest in Fixtures affixed to or attached to any real property constituting Excluded
Assets. 
 (b) The ABL Collateral Agent may grant extensions of time for the creation and perfection of security interests
in, or obtaining or delivery of documents or other deliverables with respect to, particular assets of any U.S. Pledgor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would
otherwise be required to be accomplished by this Agreement or any other Security Documents. 
 SECTION 6 REMEDIAL PROVISIONS 

6.1 Certain Matters Relating to Accounts. 

(a) At any time and from time to time after the occurrence and during the continuance of an Event of Default, the ABL Collateral Agent shall
have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, and the relevant U.S. Grantor shall furnish all such
assistance and information as the ABL Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the ABL
Collateral Agent’s reasonable request and at the expense of the relevant U.S. Grantor, such U.S. Grantor shall cause independent public accountants or others reasonably satisfactory to the ABL Collateral Agent to furnish to the ABL Collateral
Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral. 

(b) The ABL Collateral Agent hereby authorizes each U.S. Grantor to collect such U.S. Grantor’s Accounts Receivable and the ABL
Collateral Agent may curtail or terminate said authority at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, after the occurrence and during the continuance of an Event of Default
specified in subsection 9(a) of the ABL Credit Agreement. If required by the ABL Collateral Agent at any time, without limiting the ABL Collateral Agent’s rights under subsection 4.16 of the ABL Credit Agreement, after the occurrence and during
the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement, any Proceeds constituting payments or other cash proceeds of Accounts Receivable 

  
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constituting Collateral, when collected by such U.S. Grantor (other than Holding), (i) shall be forthwith (and, in any event, within two Business Days of receipt by such U.S. Grantor)
deposited in, or otherwise transferred by such U.S. Grantor to, the Collateral Proceeds Account, subject to withdrawal by the ABL Collateral Agent for the account of the Secured Parties only as provided in subsection 6.5, and
(ii) until so turned over, shall be held by such U.S. Grantor in trust for the ABL Collateral Agent and the other Secured Parties, segregated from other funds of such U.S. Grantor. All Proceeds constituting collections or other cash
proceeds of Accounts Receivable constituting Collateral while held by the Collateral Account Bank (or by any U.S. Grantor in trust for the benefit of the ABL Collateral Agent and the other Secured Parties) shall continue to be collateral security
for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in subsection 9(a) of the ABL Credit Agreement has occurred and is continuing, at the ABL
Collateral Agent’s election, each of the ABL Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant U.S. Grantor to the payment of the
Obligations of such U.S. Grantor then due and owing, such application to be made as set forth in subsection 6.5. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall
be remitted as provided in subsection 6.1(d). 
 (c) At any time and from time to time after the occurrence and during the
continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement, at the ABL Collateral Agent’s request, each U.S. Grantor (other than Holding) shall deliver to the ABL Collateral Agent copies or, if required by the
ABL Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such U.S. Grantor evidencing, and relating to, the agreements and transactions which gave rise to such U.S. Grantor’s Accounts
Receivable constituting Collateral, including, without limitation, all statements relating to such U.S. Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts related thereto. 

(d) So long as no Event of Default has occurred and is continuing, the ABL Collateral Agent shall instruct the Collateral Account Bank to
promptly remit any funds on deposit in each U.S. Grantor’s (other than Holding) Collateral Proceeds Account to any account designated by such U.S. Grantor, maintained in compliance with the provisions of subsection 4.16 of the ABL Credit
Agreement. In the event that an Event of Default has occurred and is continuing, the ABL Collateral Agent, at its option, may require that each Collateral Proceeds Account and the Concentration Account of each U.S. Grantor (other than Holding) be
established at the ABL Collateral Agent or another institution reasonably acceptable to the ABL Collateral Agent. Subject to subsection 4.16 of the ABL Credit Agreement, each U.S. Grantor shall have the right, at any time and from time to time, to
withdraw such of its own funds from its own Concentration Account, and to maintain such balances in its Concentration Account, as it shall deem to be necessary or desirable. 

6.2 Communications with Obligors; U.S. Grantors Remain Liable. 

(a) The ABL Collateral Agent, in its own name or in the name of others, may at any time and from time to time after the occurrence and during
the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement communicate with obligors under the Accounts Receivable and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with
them to the ABL Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. 
 (b) Upon
the request of the ABL Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 9(a) of the ABL Credit Agreement, each U.S. Grantor (other than Holding) shall notify obligors on such
U.S. Grantor’s Accounts Receivable and 

  
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parties to such U.S. Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the ABL Collateral
Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the ABL Collateral Agent. 

(c) Anything herein to the contrary notwithstanding, each U.S. Grantor shall remain liable under each of such U.S. Grantor’s Accounts
Receivable 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. None of the ABL Collateral Agent, the Administrative Agent or
any other Secured Party shall have any obligation or liability under any Accounts Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the ABL Collateral Agent or any other Secured Party
of any payment relating thereto, nor shall the ABL Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any U.S. Grantor under or pursuant to any Accounts Receivable (or any agreement giving
rise thereto) 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 that 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 ABL Collateral Agent shall have given notice to the relevant U.S. Pledgor of the ABL Collateral Agent’s intent to exercise its corresponding rights pursuant to
subsection 6.3(b), each U.S. Pledgor shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Stock (subject to the last two sentences of subsection 5.3.1) and all payments made in respect of
the Pledged Notes, to the extent permitted in the ABL Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Stock; provided, however, that no vote shall be cast or corporate right exercised or
such other action taken which is prohibited by, or would result in any violation of, any provision of the ABL Credit Agreement, this Agreement or any other Loan Document. 

(b) If an Event of Default shall occur and be continuing and the ABL Collateral Agent shall give written notice of its intent to exercise such
rights to the relevant U.S. Pledgor or U.S. Pledgors, (i) the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the terms of any applicable Intercreditor Agreement,
shall have the right, except in the case of ULC Shares, to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Stock and make application thereof to the Obligations of the relevant U.S. Pledgor as provided
in the ABL Credit Agreement consistent with subsection 6.5, and (ii) except in the case of ULC Shares, any or all of the Pledged Stock shall be registered in the name of the ABL Collateral Agent, the applicable Collateral
Representative or any Additional Agent, or the respective nominee of any thereof, as applicable, in accordance with the terms of any applicable Intercreditor Agreement, and the ABL Collateral Agent, the Collateral Representative or any Additional
Agent, or acting through its respective nominee, as applicable, in accordance with the terms of any applicable Intercreditor Agreement, may thereafter exercise (x) except in the case of ULC Shares, all voting, corporate and other rights
pertaining to such Pledged Stock at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) except in the case of ULC Shares, any and all rights of conversion, exchange, subscription and any other rights,
privileges or options pertaining to such Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock other than ULC Shares upon the merger,
consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by the relevant 

  
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U.S. Pledgor or the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the terms of any applicable Intercreditor Agreement,
of any right, privilege or option pertaining to such Pledged Stock other than ULC Shares, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock other than ULC Shares with any committee, depositary, transfer
agent, registrar or other designated agency upon such terms and conditions as the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the terms of any applicable Intercreditor
Agreement, may reasonably determine), all without liability (other than for its gross negligence or willful misconduct) except to account for property actually received by it, but the ABL Collateral Agent, the applicable Collateral Representative or
any Additional Agent, as applicable, shall have no duty to any U.S. Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing, provided that the ABL Collateral Agent,
the applicable Collateral Representative or any Additional Agent, as applicable, shall not exercise any voting or other consensual rights pertaining to the Pledged Stock in any way that would constitute an exercise of the remedies described in
subsection 6.6 other than in accordance with subsection 6.6. 
 (c) Each U.S. Pledgor hereby authorizes and instructs
each Issuer or maker of any Pledged Securities pledged by such U.S. Pledgor hereunder other than ULC Shares to, subject to any applicable Intercreditor Agreement, (i) comply with any instruction received by it from the ABL Collateral
Agent in writing with respect to Capital Stock in such Issuer 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 U.S. Pledgor, and each U.S. Pledgor agrees that each Issuer or maker shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with
respect to the Pledged Securities directly to the ABL Collateral Agent. 
 6.4 Proceeds to Be Turned Over to the ABL Collateral
Agent. In addition to the rights of the ABL Collateral Agent specified in subsection 6.1 with respect to payments of Accounts Receivable constituting Collateral, if an Event of Default shall occur and be continuing, and the ABL Collateral
Agent shall have instructed any U.S. Grantor to do so, all Proceeds of Security Collateral received by such U.S. Grantor consisting of cash, checks and other Cash Equivalent items shall be held by such U.S. Grantor in trust for the ABL Collateral
Agent and the other Secured Parties hereto, any Additional Agent and the other applicable Additional Secured Parties (as defined in the applicable Intercreditor Agreement) or the applicable Collateral Representative, as applicable, in accordance
with the terms of any applicable Intercreditor Agreement, segregated from other funds of such U.S. Grantor, and shall, forthwith upon receipt by such U.S. Grantor, be turned over to the ABL Collateral Agent, the applicable Collateral Representative
or any Additional Agent, as applicable, (or their respective agents appointed for purposes of perfection) in the exact form received by such U.S. Grantor (duly indorsed by such U.S. Grantor to the ABL Collateral Agent, the applicable Collateral
Representative or any Additional Agent, as applicable, in accordance with the terms of any applicable Intercreditor Agreement, if required). All Proceeds of Security Collateral received by the ABL Collateral Agent hereunder shall be held by the ABL
Collateral Agent in the relevant Collateral Proceeds Account maintained under its sole dominion and control. All Proceeds of Security Collateral while held by the ABL Collateral Agent in such Collateral Proceeds Account (or by the relevant U.S.
Grantor in trust for the ABL Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations of such U.S. Grantor and shall not constitute payment thereof until applied as provided in
subsection 6.5 and any applicable Intercreditor Agreement. 
 6.5 Application of Proceeds. It is agreed that if an Event of
Default shall occur and be continuing, any and all Proceeds of the relevant U.S. Granting Party’s Security Collateral received by the ABL Collateral Agent (whether from the relevant U.S. Granting Party or otherwise) shall be held by the


  
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ABL Collateral Agent for the benefit of the Secured Parties as collateral security for the Obligations of the relevant U.S. Granting Party (whether matured or unmatured), and/or then or at any
time thereafter may, in the sole discretion of the ABL Collateral Agent, subject to any applicable Intercreditor Agreement, be applied by the ABL Collateral Agent against the Obligations of the relevant U.S. Granting Party then due and owing in the
order of priority set forth in the ABL Credit Agreement. 
 6.6 Code and Other Remedies. If an Event of Default shall occur and be
continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, on behalf of the Secured Parties, 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 to the extent permitted by applicable law, all rights and remedies of a secured party under the Code and under any other applicable law and in equity. Subject to
subsection 3.3(d), without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral 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 U.S. Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are
hereby waived), may in such circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give
option or options to purchase, or otherwise dispose of and deliver the Security 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 ABL Collateral Agent or any other Secured Party 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. To the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such sale or sales, to purchase the whole or any part of
the Security Collateral so sold, free of any right or equity of redemption in such U.S. Granting Party, which right or equity is hereby waived and released. Each U.S. Granting Party further agrees, at the ABL Collateral Agent’s request (subject
to the terms of any applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the ABL Collateral Agent at places which the ABL Collateral Agent shall reasonably select, whether at such U.S. Granting
Party’s premises or elsewhere. The ABL Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 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 Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Collateral Agent and the other Secured Parties hereunder, including, without limitation,
reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant U.S. Granting Party then due and owing, in the order of priority specified in subsection 6.5, and only after such
application and after the payment by the ABL Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the ABL Collateral Agent account for the surplus, if any,
to such U.S. Granting Party. To the extent permitted by applicable law, (i) such U.S. Granting Party waives all claims, damages and demands it may acquire against the ABL Collateral Agent or any other Secured Party arising out of the
repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the ABL Collateral Agent or such other Secured Party, and
(ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. 

  
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 6.7 Registration Rights. 

(a) Subject to any applicable Intercreditor Agreement, if the ABL Collateral Agent shall determine to exercise its right to sell any or all of
the Pledged Stock pursuant to subsection 6.6, and if in the reasonable opinion of the ABL Collateral Agent it is necessary or reasonably advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions
of the Securities Act, the relevant U.S. Pledgor will use its reasonable best efforts to cause the Issuer thereof to (i) execute and deliver, and use its reasonable best efforts to cause the directors and officers of such Issuer to
execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the ABL Collateral Agent, necessary or advisable to register such Pledged Stock, or that portion thereof
to be sold, under the provisions of the Securities Act, (ii) use its reasonable best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of not more than one year from the
date of the first public offering of such Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the ABL Collateral Agent, are
necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the SEC applicable thereto. Such U.S. Pledgor agrees to use its reasonable best efforts to cause such Issuer to comply with the
provisions of the securities or “Blue Sky” laws of any and all states and the District of Columbia that the ABL Collateral Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings
statement (which need not be audited) that will satisfy the provisions of Section 11(a) of the Securities Act. 
 (b) Such U.S. Pledgor
recognizes that the ABL Collateral Agent may be unable to effect a public sale of any or all such 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. Such U.S. Pledgor 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, to the extent permitted by
applicable law, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The ABL Collateral Agent shall not be under any obligation to delay a sale of any of the Pledged Stock for the period of time
necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. 

(c) Such U.S. Pledgor agrees to use its reasonable 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 such Pledged Stock pursuant to this subsection 6.7 valid and binding and in compliance with any and all other applicable Requirements of Law. Such U.S. Pledgor further agrees that a breach of any of the
covenants contained in this subsection 6.7 will cause irreparable injury to the ABL Collateral Agent and the Lenders, that the ABL Collateral 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 subsection 6.7 shall be specifically enforceable against such U.S. Pledgor, and to the extent permitted by applicable law, such U.S. Pledgor 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 or is continuing under the ABL Credit Agreement). 

6.8 Waiver; Deficiency. Each U.S. Granting Party shall remain liable for any deficiency if the proceeds of any sale or other
disposition of the Security Collateral are insufficient to pay in full, the Loans, Reimbursement Obligations constituting Obligations of such U.S. Granting Party and, to the 

  
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extent then due and owing, all other Obligations of such U.S. Granting Party and the reasonable fees and disbursements of any attorneys employed by the ABL Collateral Agent or any other Secured
Party to collect such deficiency. 
 SECTION 7 THE ABL COLLATERAL AGENT 

7.1 ABL Collateral Agent’s Appointment as Attorney-in-Fact, etc. 

(a) Each U.S. Granting Party hereby irrevocably constitutes and appoints the ABL Collateral Agent and any authorized 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 U.S. Granting Party and in the name of such U.S. Granting Party 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 that may be reasonably necessary or desirable to accomplish the purposes of this Agreement to the extent permitted
by applicable law, provided that the ABL Collateral Agent agrees not to exercise such power except upon the occurrence and during the continuance of any Event of Default, and in accordance with and subject to each applicable Intercreditor
Agreement. Without limiting the generality of the foregoing, at any time when an Event of Default has occurred and is continuing (in each case to the extent permitted by applicable law and subject to each applicable Intercreditor Agreement),
(x) each U.S. Pledgor hereby gives the ABL Collateral Agent the power and right, on behalf of such U.S. Pledgor, without notice or assent by such U.S. Pledgor, to execute, in connection with any sale provided for in subsection 6.6
or 6.7, any endorsements, assessments or other instruments of conveyance or transfer with respect to such U.S. Pledgor’s Pledged Collateral and (y) each U.S. Grantor hereby gives the ABL Collateral Agent the power and right,
on behalf of such U.S. Grantor, without notice to or assent by such U.S. Grantor, to do any or all of the following: 
 (i)
in the name of such U.S. Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Accounts Receivable of such U.S. Grantor
that constitutes Collateral or with respect to any other Collateral of such U.S. Grantor and file any claim or take any other action or institute any proceeding in any court of law or equity or otherwise deemed appropriate by the ABL Collateral
Agent for the purpose of collecting any and all such moneys due under any Accounts Receivable of such U.S. Grantor that constitutes Collateral or with respect to any other Collateral of such U.S. Grantor whenever payable; 

(ii) in the case of any Copyright, Patent or Trademark constituting Collateral of such U.S. Grantor, execute and deliver any
and all agreements, instruments, documents and papers as the ABL Collateral Agent may reasonably request to such U.S. Grantor to evidence the ABL Collateral Agent’s and the Lenders’ security interest in such Copyright, Patent or Trademark
and the goodwill and general intangibles of such U.S. Grantor relating thereto or represented thereby, and such U.S. Grantor hereby consents to the non-exclusive royalty free use by the ABL Collateral Agent of any Copyright, Patent or Trademark
owned by such U.S. Grantor included in the Collateral for the purposes of disposing of any Collateral; 
 (iii) pay or
discharge taxes and Liens, other than Liens permitted under this Agreement or the other Loan Documents, levied or placed on the Security Collateral of such U.S. Grantor, 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; and 
 (iv) (A) direct any party liable for
any payment under any of the Security Collateral of such U.S. Grantor to make payment of any and all moneys due or to become due thereunder 

  
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directly to the ABL Collateral Agent or as the ABL Collateral Agent shall direct; (B) ask or demand for, collect, 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 Security Collateral of such U.S. Grantor; (C) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts,
drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Security Collateral of such U.S. Grantor; (D) commence and prosecute any suits, actions or proceedings at law or in equity in
any court of competent jurisdiction to collect the Security Collateral of such U.S. Grantor or any portion thereof and to enforce any other right in respect of any Security Collateral of such U.S. Grantor; (E) defend any suit, action or
proceeding brought against such U.S. Grantor with respect to any Security Collateral of such U.S. Grantor; (F) settle, compromise or adjust any such suit, action or proceeding described in clause (E) above and, in connection
therewith, to give such discharges or releases as the ABL Collateral Agent may deem appropriate; (G) subject to any existing reserved rights or licenses, assign any Copyright, Patent or Trademark constituting Security Collateral of such
U.S. Grantor (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such conditions, and in such manner, as the ABL Collateral Agent shall in its sole discretion determine; and
(H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Security Collateral of such U.S. Grantor as fully and completely as though the ABL Collateral Agent were the absolute owner
thereof for all purposes, and do, at the ABL Collateral Agent’s option and such U.S. Grantor’s expense, at any time, or from time to time, all acts and things which the ABL Collateral Agent deems necessary to protect, preserve or realize
upon the Security Collateral of such U.S. Grantor and the ABL Collateral Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such U.S. Grantor might
do. 
 (b) The reasonable expenses of the ABL Collateral Agent incurred in connection with actions undertaken as provided in this
subsection 7.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due ABR Loans that are U.S. Facility Revolving Credit Loans or Canadian Facility Revolving Credit
Loans made to a U.S. Borrower under the ABL Credit Agreement, from the date of payment by the ABL Collateral Agent to the date reimbursed by the relevant U.S. Granting Party, shall be payable by such U.S. Granting Party to the ABL Collateral Agent
on demand. 
 (c) Each U.S. Granting Party hereby ratifies all that said attorney 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 as to the relevant U.S. Granting Party until the earliest to occur of (i) the first date on which all the Loans and all
other Borrower Obligations then due and owing, are paid in full in cash, no Letters of Credit remain outstanding (except for Letters of Credit that have been cash collateralized, backstopped or otherwise provided for pursuant to arrangements
reasonably acceptable to the relevant Issuing Lender), (ii) as to any U.S. Grantor, a sale or other disposition of all of the Capital Stock of such U.S. Grantor (other than to a U.S. Borrower or a U.S. Guarantor), or any other
transaction or occurrence as a result of which such U.S. Grantor ceases to be a Restricted Subsidiary of the Parent Borrower, in each case, that is permitted under the ABL Credit Agreement and (iii) as to any U.S. Grantor, such U.S.
Grantor becoming an Excluded Subsidiary. 
 7.2 Duty of ABL Collateral Agent. The ABL Collateral Agent’s sole duty with respect
to the custody, safekeeping and physical preservation of the Security Collateral in its possession, under Section 9-207 of the Code or otherwise, shall be to deal with it in the same manner as the ABL Collateral Agent deals with similar
property for its own account. None of the ABL Collateral Agent or any other Secured 

  
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Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Security Collateral or for any delay in doing
so or shall be under any obligation to sell or otherwise dispose of any Security Collateral upon the request of any U.S. Granting Party or any other Person or, except as otherwise provided herein, to take any other action whatsoever with regard to
the Security Collateral or any part thereof. The powers conferred on the ABL Collateral Agent and the other Secured Parties hereunder are solely to protect the ABL Collateral Agent’s and the other Secured Parties’ interests in the Security
Collateral and shall not impose any duty upon the ABL Collateral Agent or any other Secured Party to exercise any such powers. The ABL Collateral Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as
a result of the exercise of such powers, and to the maximum extent permitted by applicable law, neither they nor any of their officers, directors, employees or agents shall be responsible to any U.S. Granting Party for any act or failure to act
hereunder, except as otherwise provided herein or for their own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). 

7.3 Financing Statements. Pursuant to any applicable law, each U.S. Granting Party authorizes the ABL Collateral Agent to file or
record financing statements and other filing or recording documents or instruments with respect to such U.S. Granting Party’s Security Collateral without the signature of such U.S. Granting Party in such form and in such filing offices as the
ABL Collateral Agent reasonably determines appropriate to perfect the security interests of the ABL Collateral Agent under this Agreement. Each U.S. Granting Party authorizes the ABL Collateral Agent to use any collateral description reasonably
determined by the ABL Collateral Agent, including, without limitation, the collateral description “all personal property now existing or hereafter acquired” or “all assets now existing or hereafter acquired” or words of
similar meaning in any such financing statements, provided that any collateral description in any financing statement or other filing or recording document or instrument with respect to Holding and/or Holding’s Pledged Collateral shall
be limited to an accurate and precise description of Holding’s Pledged Collateral. The ABL Collateral Agent agrees to use its commercially reasonable efforts to notify the relevant U.S. Granting Party of any financing or continuation statement
filed by it, provided that any failure to give such notice shall not affect the validity or effectiveness of any such filing. 
 7.4
Authority of ABL Collateral Agent. Each U.S. Granting Party acknowledges that the rights and responsibilities of the ABL Collateral Agent under this Agreement with respect to any action taken by the ABL Collateral Agent or the exercise or
non-exercise by the ABL Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement or any amendment, supplement or other modification of this Agreement
shall, as between the ABL Collateral Agent and the Secured Parties, be governed by the ABL Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the ABL Collateral Agent and the
U.S. Granting Parties, the ABL Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no U.S. Granting Party shall be under any obligation, or
entitlement, to make any inquiry respecting such authority. 
 7.5 Right of Inspection. Upon reasonable written advance notice to any
U.S. Grantor and as often as may reasonably be desired, or at any time and from time to time after the occurrence and during the continuation of an Event of Default, the ABL Collateral Agent shall have reasonable access during normal business hours
to all the books, correspondence and records of such U.S. Grantor (other than Holding), and the ABL Collateral Agent and its representatives may examine the same, and to the extent reasonable take extracts therefrom and make photocopies thereof, and
such U.S. Grantor agrees to render to the ABL Collateral Agent at such U.S. Grantor’s reasonable cost and expense, such clerical and other 

  
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assistance as may be reasonably requested with regard thereto. The ABL Collateral Agent and its representatives shall also have the right, upon reasonable advance written notice to such U.S.
Grantor subject to any lease restrictions, to enter during normal business hours into and upon any premises owned, leased or operated by such U.S. Grantor where any of such U.S. Grantor’s Inventory or Equipment is located for the purpose of
inspecting the same, observing its use or otherwise protecting its interests therein to the extent not inconsistent with the provisions of the ABL Credit Agreement and the other Loan Documents (and subject to each applicable Intercreditor
Agreement). 
 SECTION 8 NON-LENDER SECURED PARTIES 

8.1 Rights to Collateral. 

(a) The Non-Lender Secured Parties shall not have any right whatsoever to do any of the following: (i) exercise any rights or
remedies with respect to the Collateral (such term, as used in this Section 8, having the meaning assigned to it in the ABL Credit Agreement), or to direct the ABL Collateral Agent to do the same, including, without limitation, the right
to (A) enforce any Liens or sell or otherwise foreclose on any portion of the Collateral, (B) request any action, institute any proceedings, exercise any voting rights, give any instructions, make any election, notify account
debtors or make collections with respect to all or any portion of the Collateral or (C) release any U.S. Granting Party under this Agreement or release any Collateral from the Liens of any Security Document or consent to or otherwise
approve any such release; (ii) demand, accept or obtain any Lien on any Collateral (except for Liens arising under, and subject to the terms of, this Agreement); (iii) vote in any Bankruptcy Case or similar proceeding in
respect of Holding or any of its Subsidiaries (any such proceeding, for purposes of this clause (a), a “Bankruptcy”) with respect to, or take any other actions concerning the Collateral; (iv) receive any proceeds from
any sale, transfer or other disposition of any of the Collateral (except in accordance with this Agreement); (v) oppose any sale, transfer or other disposition of the Collateral; (vi) object to any debtor-in-possession
financing in any Bankruptcy which is provided by one or more Lenders among others (including on a priming basis under Section 364(d) of the Bankruptcy Code); (vii) object to the use of cash collateral in respect of the Collateral in
any Bankruptcy; or (viii) seek, or object to the Lenders or Agents seeking on an equal and ratable basis, any adequate protection or relief from the automatic stay with respect to the Collateral in any Bankruptcy. 

(b) Each Non-Lender Secured Party, by its acceptance of the benefits of this Agreement and the other Security Documents, agrees that in
exercising rights and remedies with respect to the Collateral, the ABL Collateral Agent and the Lenders, with the consent of the ABL Collateral Agent, may enforce the provisions of the Security Documents and exercise remedies thereunder and under
any other Loan Documents (or refrain from enforcing rights and exercising remedies), all in such order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without
limitation, the rights to collect, sell, dispose of or otherwise realize upon all or any part of the Collateral, to incur expenses in connection with such collection, sale, disposition or other realization and to exercise all the rights and remedies
of a secured lender under the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction. The Non-Lender Secured Parties by their acceptance of the benefits of this Agreement and the other Security Documents hereby agree
not to contest or otherwise challenge any such collection, sale, disposition or other realization of or upon all or any of the Collateral. Whether or not a Bankruptcy Case has been commenced, the Non-Lender Secured Parties shall be deemed to have
consented to any sale or other disposition of any property, business or assets of Holding or any of its Subsidiaries and the release of any or all of the Collateral from the Liens of any Security Document in connection therewith. 

  
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 (c) Notwithstanding any provision of this subsection 8.1, the Non-Lender Secured Parties
shall be entitled subject to each applicable Intercreditor Agreement to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings (A) in order to prevent any Person
from seeking to foreclose on the Collateral or supersede the Non-Lender Secured Parties’ claim thereto or (B) in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise
seeking the disallowance of the claims of the Non-Lender Secured Parties. Each Non-Lender Secured Party, by its acceptance of the benefits of this Agreement, agrees to be bound by and to comply with each applicable Intercreditor Agreement and
authorizes the ABL Collateral Agent to enter into each Intercreditor Agreement on its behalf. 
 (d) Each Non-Lender Secured Party, by its
acceptance of the benefits of this Agreement, agrees that the ABL Collateral Agent and the Lenders may deal with the Collateral, including any exchange, taking or release of Collateral, may change or increase the amount of the Borrower Obligations
and/or the Guarantor Obligations, and may release any U.S. Granting Party from its Obligations hereunder, all without any liability or obligation (except as may be otherwise expressly provided herein) to the Non-Lender Secured Parties. 

8.2 Appointment of Agent. Each Non-Lender Secured Party, by its acceptance of the benefits of this Agreement and the other Security
Documents, shall be deemed irrevocably to make, constitute and appoint the ABL Collateral Agent, as agent under the ABL Credit Agreement (and all officers, employees or agents designated by the ABL Collateral Agent) as such Person’s true and
lawful agent and attorney-in-fact, and in such capacity, the ABL Collateral Agent shall have the right, with power of substitution for the Non-Lender Secured Parties and in each such Person’s name or otherwise, to effectuate any sale, transfer
or other disposition of the Collateral. It is understood and agreed that the appointment of the ABL Collateral Agent as the agent and attorney-in-fact of the Non-Lender Secured Parties for the purposes set forth herein is coupled with an interest
and is irrevocable. It is understood and agreed that the ABL Collateral Agent has appointed the Administrative Agent as its agent for purposes of perfecting certain of the security interests created hereunder and for otherwise carrying out certain
of its obligations hereunder. 
 8.3 Waiver of Claims. To the maximum extent permitted by law, each Non-Lender Secured Party waives
any claim it might have against the ABL Collateral Agent or the Lenders with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the ABL Collateral Agent
or the Lenders or their respective directors, officers, employees or agents with respect to any exercise of rights or remedies under the Loan Documents or any transaction relating to the Collateral (including, without limitation, any such exercise
described in subsection 8.1(b)), except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person. To the maximum extent permitted by applicable law, none of the ABL Collateral Agent or any
Lender or any of their respective directors, officers, 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 Holding, any Subsidiary of Holding, any Non-Lender Secured Party or any other Person or to take any other action or forbear from doing so whatsoever with regard to the Collateral or any part thereof,
except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person. 
 8.4 Designation
of Non-Lender Secured Parties. The Parent Borrower may from time to time designate a Person as a “Bank Products Affiliate” or a “Hedging Affiliate” hereunder by written notice to the ABL Collateral Agent in accordance with
the terms of the ABL Credit Agreement. Upon being so designated by the Parent Borrower, such Bank Products Affiliate or Hedging Affiliate (as the case may be) shall be a Non-Lender Secured Party for the purposes of this Agreement for as long as so


  
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designated by the Parent Borrower; provided that, at the time of the Parent Borrower’s designation of such Non-Lender Secured Party, the obligations of the relevant U.S. Granting
Party under the applicable Hedging Agreement or Bank Products Agreement (as the case may be) have not been designated as Additional Obligations. 

SECTION 9 MISCELLANEOUS 
 9.1
Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each affected U.S. Granting Party and the ABL Collateral Agent,
provided that (a) any provision of this Agreement imposing obligations on any U.S. Granting Party may be waived by the ABL Collateral Agent in a written instrument executed by the ABL Collateral Agent and (b) if
separately agreed in writing between the Parent Borrower and any Non-Lender Secured Party (and such Non-Lender Secured Party has been designated in writing by the Parent Borrower to the ABL Collateral Agent for purposes of this sentence, for so long
as so designated), no such waiver and no such amendment or modification shall amend, modify or waive subsection 6.5 (or the definition of “Non-Lender Secured Party” or “Secured Party” to the extent relating thereto) if
such waiver, amendment, supplement or modification would directly and adversely affect a Non-Lender Secured Party without the written consent of such affected Non-Lender Secured Party. For the avoidance of doubt, it is understood and agreed that any
amendment, amendment and restatement, waiver, supplement or other modification of or to any Intercreditor Agreement that would have the effect, directly or indirectly, through any reference herein to any Intercreditor Agreement or otherwise, of
waiving, amending, supplementing or otherwise modifying this Agreement, or any term or provision hereof, or any right or obligation of any U.S. Granting Party hereunder or in respect hereof, shall not be given such effect except pursuant to a
written instrument executed by each affected U.S. Granting Party and the ABL Collateral Agent in accordance with this subsection 9.1. 

9.2 Notices. All notices, requests and demands to or upon the ABL Collateral Agent or any U.S. Granting Party hereunder shall be
effected in the manner provided for in subsection 11.2 of the ABL Credit Agreement; provided that any such notice, request or demand to or upon any U.S. Guarantor shall be addressed to such U.S. Guarantor at its notice address set forth on
Schedule 1, unless and until such U.S. Guarantor shall change such address by notice to the ABL Collateral Agent and the Administrative Agent given in accordance with subsection 11.2 of the ABL Credit Agreement. 

9.3 No Waiver by Course of Conduct; Cumulative Remedies. None of the ABL Collateral Agent or any other Secured Party shall by any act
(except by a written instrument pursuant to subsection 9.1), 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 ABL Collateral Agent or any other Secured Party, 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 ABL Collateral Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a
bar to any right or remedy that the ABL Collateral Agent or such other Secured Party 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. 

  
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 9.4 Enforcement Expenses; Indemnification. 

(a) Each U.S. Guarantor jointly and severally agrees to pay or reimburse each Secured Party and the ABL Collateral Agent for all their
respective reasonable costs and expenses incurred in collecting against such U.S. Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against such U.S. Guarantor and
the other Loan Documents to which such U.S. Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Secured Parties, the ABL Collateral Agent and the Administrative Agent. 

(b) Each U.S. Grantor jointly and severally agrees to pay, and to save the ABL Collateral Agent, the Administrative Agent and the other
Secured Parties harmless from, (x) any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to
any of the Security Collateral or in connection with any of the transactions contemplated by this Agreement and (y) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement (collectively, the “indemnified liabilities”), in each case to the extent the
Parent Borrower would be required to do so pursuant to subsection 11.5 of the ABL Credit Agreement, and in any event excluding any taxes or other indemnified liabilities arising from gross negligence, bad faith or willful misconduct of the ABL
Collateral Agent, the Administrative Agent or any other Secured Party as determined by a court of competent jurisdiction in a final and nonappealable decision. 

(c) The agreements in this subsection 9.4 shall survive repayment of the Obligations and all other amounts payable under the ABL Credit
Agreement and the other Loan Documents. 
 9.5 Successors and Assigns. This Agreement shall be binding upon and shall inure to the
benefit of the U.S. Granting Parties, the ABL Collateral Agent and the Secured Parties and their respective successors and assigns; provided that no Granting Party may assign, transfer or delegate any of its rights or obligations under this
Agreement without the prior written consent of the ABL Collateral Agent, except as permitted hereby or by the ABL Credit Agreement. 
 9.6
Set-Off. Each U.S. Guarantor hereby irrevocably authorizes each of the Administrative Agent and the ABL Collateral Agent and each other Secured Party at any time and from time to time without notice to such U.S. Guarantor or any other U.S.
Granting Party, any such notice being expressly waived by each U.S. Granting Party, to the extent permitted by applicable law, upon the occurrence and during the continuance of an Event of Default under subsection 9(a) of the ABL Credit Agreement so
long as any amount remains unpaid after it becomes due and payable by such U.S. Guarantor hereunder, to set-off and appropriate and apply against any such amount any and all deposits (general or special, time or demand, provisional or final) (other
than the Collateral Proceeds Account), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the ABL
Collateral Agent, the Administrative Agent or such other Secured Party to or for the credit or the account of such U.S. Guarantor, or any part thereof in such amounts as the ABL Collateral Agent, the Administrative Agent or such other Secured Party
may elect. The ABL Collateral Agent, the Administrative Agent and each other Secured Party shall notify such U.S. Guarantor promptly of any such set-off and the application made by the ABL Collateral Agent, the Administrative Agent or such other
Secured Party 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 the ABL Collateral Agent, the Administrative Agent and each other Secured Party
under this subsection 9.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the ABL Collateral Agent, the Administrative Agent or such other Secured Party may have. 

  
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 9.7 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. 

9.8 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; provided that, with respect to any Pledged Stock issued by a Foreign Subsidiary, all rights, powers and remedies provided in this Agreement may be exercised only to the extent that they do not violate
any provision of any law, rule or regulation of any Governmental Authority applicable to any such Pledged Stock or affecting the legality, validity or enforceability of any of the provisions of this Agreement against the U.S. Pledgor (such laws,
rules or regulations, “Applicable Law”) and are intended to be limited to the extent necessary so that they will not render this Agreement invalid, unenforceable or not entitled to be recorded, registered or filed under the
provisions of any Applicable Law. 
 9.9 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. 
 9.10
Integration. This Agreement and the other Loan Documents represent the entire agreement of the U.S. Granting Parties, the ABL Collateral Agent and the other Secured Parties with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the U.S. Granting Parties, the ABL Collateral Agent or any other Secured Party relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents. 

9.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIM OR CONTROVERSY RELATING HERETO
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY
STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 
 9.12 Submission to Jurisdiction; Waivers.
Each party hereto 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 to the exclusive general jurisdiction of the Supreme Court of the State of New York for the County of New York (the “New York Supreme Court”),
and the United States District Court for the Southern District of New York (the “Federal District Court” and together with the New York Supreme Court, the “New York Courts”) and appellate courts from either of them;
provided that nothing in this Agreement shall be deemed or operate to preclude (i) the ABL Collateral Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other
security for the Obligations (in which case any party shall be entitled to assert any claim or defense, including any claim or defense that this subsection 9.12 would otherwise require to be 

  
 -43- 








 
asserted in a legal action or proceeding in a New York Court), or to enforce a judgment or other court order in favor of the Administrative Agent or the ABL Collateral Agent, (ii) any
party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment, (iii) if all such New York Courts decline jurisdiction over any Person, or decline (or in the case of the Federal
District Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court having jurisdiction and (iv) in the event a legal action or
proceeding is brought against any party hereto or involving any of its assets or property in another court (without any collusive assistance by such party or any of its Subsidiaries or Affiliates), such party from asserting a claim or defense
(including any claim or defense that this subsection 9.12(a) would otherwise require to be asserted in a legal proceeding in a New York Court) in any such action or proceeding; 

(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 forum 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 any party at its address referred to in subsection 9.2 or at such other address of which the ABL Collateral Agent and the Administrative Agent (in the case
of any other party hereto) and the Parent Borrower (in the case of the ABL Collateral Agent and 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
(subject to clause (a) above) 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 subsection 9.12 any consequential or punitive damages. 

9.13 Acknowledgments. Each U.S. Guarantor 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) none of the ABL Collateral Agent, the Administrative Agent or any other Secured Party has any
fiduciary relationship with or duty to any U.S. Guarantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the U.S. Guarantors, on the one hand, and the ABL Collateral Agent, the
Administrative Agent and the other Secured Parties, 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 Secured Parties or among the U.S. Guarantors and the Secured Parties. 
 9.14 WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 

  
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 9.15 Additional U.S. Granting Parties. Each new Subsidiary of the Parent Borrower that is
required to become a party to this Agreement pursuant to subsection 7.9(b) or 7.9(c) of the ABL Credit Agreement shall become a U.S. Granting Party for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption
Agreement substantially in the form of Annex 2 hereto. Each existing U.S. Granting Party that is required to become a U.S. Pledgor with respect to Capital Stock of any new Subsidiary of the Parent Borrower pursuant to subsections 7.9(b) and
7.9(c) of the ABL Credit Agreement shall become a U.S. Pledgor with respect thereto upon execution and delivery by such U.S. Granting Party of a Supplemental Agreement substantially in the form of Annex 3 hereto. 

9.16 Releases. 
 (a) At
such time as the Loans, the Reimbursement Obligations and the other Obligations (other than any Obligations owing to a Non-Lender Secured Party) then due and owing shall have been paid in full, the Commitments have been terminated and no Letters of
Credit shall be outstanding (except for Letters of Credit that have been cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender), all Security Collateral shall be
automatically released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the ABL Collateral Agent and each U.S. Granting Party hereunder shall terminate, all
without delivery of any instrument or performance of any act by any party, and all rights to the Security Collateral shall revert to the U.S. Granting Parties. At the request and sole expense of any U.S. Granting Party following any such
termination, the ABL Collateral Agent shall deliver to such U.S. Granting Party (subject to subsection 7.2, without recourse and without representation or warranty) any Security Collateral held by the ABL Collateral Agent hereunder, and
execute, acknowledge and deliver to such U.S. Granting Party such releases, instruments or other documents (including, without limitation, UCC termination statements), and do or cause to be done all other acts, as any U.S. Granting Party shall
reasonably request to evidence such termination. 
 (b) Upon any sale or other disposition of Security Collateral permitted by the ABL
Credit Agreement (other than any sale or disposition to another U.S. Grantor), the Lien pursuant to this Agreement on such sold or disposed of Security Collateral shall be automatically released. In connection with a sale or other disposition of all
of the Capital Stock of any U.S. Granting Party (other than to any U.S. Grantor (other than Holding) or any other transaction or occurrence as a result of which such U.S. Granting Party ceases to be a Restricted Subsidiary of the Parent Borrower),
or the sale or other disposition of Security Collateral (other than a sale or disposition to another U.S. Grantor (other than Holding)) permitted under the ABL Credit Agreement, the ABL Collateral Agent shall, upon receipt from the Parent Borrower
of a written request for the release of such U.S. Granting Party from its Guarantee or the release of the Security Collateral subject to such sale, disposition or other transaction, identifying such U.S. Granting Party or the relevant Security
Collateral and the terms of the sale, disposition or other transaction in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Parent Borrower stating that such transaction is
in compliance with the ABL Credit Agreement and the other Loan Documents, execute and deliver to the Parent Borrower or the relevant U.S. Granting Party (subject to subsection 7.2, without recourse and without representation or warranty), at
the sole cost and expense of such U.S. Granting Party, any Security Collateral of such relevant U.S. Granting Party held by the ABL Collateral Agent, or the Security Collateral subject to such sale or disposition (as applicable), and, at the sole
cost and expense of such U.S. Granting Party, execute, acknowledge and deliver to such U.S. Granting Party such releases, instruments or other documents (including, without limitation, UCC termination statements), and do or cause to be done all
other acts, as 

  
 -45- 








 
the Parent Borrower or such U.S. Granting Party shall reasonably request (x) to evidence or effect the release of such U.S. Granting Party from its Guarantee (if any) and of the Liens
created hereby (if any) on such U.S. Granting Party’s Security Collateral or (y) to evidence the release of the Security Collateral subject to such sale or disposition. 

(c) Upon any U.S. Granting Party becoming an Excluded Subsidiary in accordance with the provisions of the ABL Credit Agreement, the Lien
pursuant to this Agreement on all Security Collateral of such U.S. Granting Party (if any) shall be automatically released, and the Guarantee (if any) of such U.S. Granting Party, and all obligations of such U.S. Granting Party hereunder, shall
terminate, all without delivery of any instrument or performance of any act by any party, and the ABL Collateral Agent shall, upon the request of the Parent Borrower or such U.S. Granting Party, deliver to the Parent Borrower or such U.S. Granting
Party (subject to subsection 7.2, without recourse and without representation or warranty) any Security Collateral of such U.S. Granting Party held by the ABL Collateral Agent hereunder and the ABL Collateral Agent and the Administrative
Agent shall execute, acknowledge and deliver to the Parent Borrower or such U.S. Granting Party (at the sole cost and expense of the Parent Borrower or such U.S. Granting Party) all releases, instruments or other documents (including, without
limitation, UCC termination statements), and do or cause to be done all other acts, necessary or reasonably desirable for the release of such U.S. Granting Party from its Guarantee (if any) or the Liens created hereby (if any) on such U.S. Granting
Party’s Security Collateral, as applicable, as the Parent Borrower or such U.S. Granting Party may reasonably request. 
 (d) Upon any
Security Collateral being or becoming an Excluded Asset, the Lien pursuant to this Agreement on such Security Collateral shall be automatically released. At the request and sole expense of any U.S. Granting Party, the ABL Collateral Agent shall
deliver such Security Collateral (if held by the ABL Collateral Agent) to such U.S. Granting Party and execute, acknowledge and deliver to such U.S. Granting Party such releases, instruments or other documents (including, without limitation, UCC
termination statements), and do or cause to be done all other acts, as such U.S. Granting Party shall reasonably request to evidence such release. 

(e) Notwithstanding any other provision of this Agreement or any other Loan Document, Holding shall have the right to transfer all of the
Capital Stock of the Parent Borrower held by Holding to any Parent Entity or any Subsidiary of any Parent Entity (a “Successor Holding Company”) that (i) is a Person organized and existing under the laws of the United States of
America, any State thereof or the District of Columbia and (ii) assumes all of the obligations of Holding under this Agreement and the other Loan Documents to which Holding is a party (including, for the avoidance of doubt, the requirement to
deliver the Pledged Stock of the Parent Borrower in accordance with the terms of this Agreement) by executing and delivering to the ABL Collateral Agent a joinder substantially in the form of Annex 4 hereto, or one or more other documents or
instruments, together with the organizational documents of such Successor Holding Company and authorizing resolutions, in addition to a financing statement in appropriate form for filing under the Uniform Commercial Code of the relevant
jurisdiction, in form and substance reasonably satisfactory to the ABL Collateral Agent, upon which (x) such Successor Holding Company will succeed to, and be substituted for, and may exercise every right and power of, Holding under this
Agreement and the other Loan Documents, and shall be thereafter be deemed to be “Holding” for purposes of this Agreement and the other Loan Documents, (y) Holding as predecessor to the Successor Holding Company (“Predecessor
Holding”) shall be irrevocably and unconditionally released from its Guarantee and all other obligations hereunder and under the other Loan Documents, and (z) the Lien pursuant to this Agreement on all Security Collateral of
Predecessor Holding, and any Lien pursuant to any other Loan Document on any other property or assets of Predecessor Holding, shall be automatically released (it being understood that such transfer of Capital Stock of the Parent Borrower to and
assumption of rights and obligations of Holding by such Successor Holding Company shall not 

  
 -46- 








 
constitute a Change of Control). At the request and the sole expense of Predecessor Holding or the Parent Borrower, the ABL Collateral Agent shall deliver to Predecessor Holding any Security
Collateral and other property or assets of Predecessor Holding held by the ABL Collateral Agent that is not required to be pledged under this Agreement or any other Loan Document by Successor Holding Company (including the Capital Stock of the
Parent Borrower) and execute, acknowledge and deliver to Predecessor Holding (subject to subsection 7.2, without recourse and without representation or warranty) such releases, instruments or other documents (including without limitation UCC
termination statements), and do or cause to be done all other acts, as Predecessor Holding or the Parent Borrower shall reasonably request to evidence or effect the release of Predecessor Holding from its Guarantee and other obligations hereunder
and under the other Loan Documents, and the release of the Liens created hereby on Predecessor Holding’s Security Collateral (other than the Capital Stock of the Borrowers) and by any other Loan Document on any other property or assets of
Predecessor Holding. 
 (f) The ABL Collateral Agent shall have no liability whatsoever to any other Secured Party as the result of any
release of Security Collateral by it in accordance with (or which the ABL Collateral Agent in good faith believes to be in accordance with) this subsection 9.16. 

9.17 Judgment. 
 (a) If
for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures the ABL Collateral Agent could purchase the first currency with such other currency on the Business Day preceding the day on which final judgment is given. 

(b) The obligations of any U.S. Guarantor in respect of this Agreement to the ABL Collateral Agent, for the benefit of each holder of Secured
Obligations, shall, notwithstanding any judgment in a currency (the “judgment currency”) other than the currency in which the sum originally due to such holder is denominated (the “original currency”), be discharged
only to the extent that on the Business Day following receipt by the ABL Collateral Agent of any sum adjudged to be so due in the judgment currency, the ABL Collateral Agent may in accordance with normal banking procedures purchase the original
currency with the judgment currency; if the amount of the original currency so purchased is less than the sum originally due to such holder in the original currency, such U.S. Guarantor agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify the ABL Collateral Agent, for the benefit of such holder, against such loss, and if the amount of the original currency so purchased exceeds the sum originally due to the ABL Collateral Agent, the ABL Collateral Agent agrees
to remit to the Parent Borrower, such excess. This covenant shall survive the termination of this Agreement and payment of the Obligations and all other amounts payable hereunder. 

9.18 Transfer Tax Acknowledgment. Each party hereto acknowledges that the shares delivered hereunder are being transferred to and
deposited with the ABL Collateral Agent (or other Person in accordance with any applicable Intercreditor Agreement) as collateral security for the Obligations and that this subsection 9.18 is intended to be the certificate of exemption from
New York stock transfer taxes for the purposes of complying with Section 270.5(b) of the Tax Law of the State of New York. 
 [Remainder
of page left blank intentionally; signature pages follow.] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of
the date first written above. 
  

			
	VERITIV CORPORATION
		
	By:	 	  

		 	Name:
		 	Title:
	
	XPEDX INTERMEDIATE, LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	XPEDX, LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	[Other U.S. Granting Parties]
		
	By:	 	  

		 	Name:
		 	Title:


 [Signature Pages to U.S. Guarantee and Collateral Agreement] 







 
			
	Acknowledged and Agreed to as ofthe date hereof by:
	
	 BANK OF AMERICA, N.A.,
 as
Administrative Agent and ABL Collateral Agent

		
	By:	 	  

		 	Name:
		 	Title:



  
 [Signature Pages to
U.S. Guarantee and Collateral Agreement] 








 Schedule 1 

Notice Addresses of U.S. Granting Parties 
 A.
xpedx 
 Veritiv Corporation (f/k/a xpedx Holding Company) 

[6400 Poplar Avenue 
 Memphis, TN 38197] 

xpedx, LLC 
 [6400 Poplar Avenue 

Memphis, TN 38197] 
 xpedx International, Inc. 

[6400 Poplar Avenue 
 Memphis, TN 38197] 

xpedx Intermediate, LLC 
 [6400 Poplar Avenue 

Memphis, TN 38197] 
 B. Unisource 

Unisource Worldwide, Inc. 
 6600 Governors Lake Pkwy 

Norcross, GA 30071 
 Unisource International Holdings, Inc. 

6600 Governors Lake Pkwy 
 Norcross, GA 30071 

Graphic Communications Holdings, Inc. 
 6600 Governors Lake Pkwy

 Norcross, GA 30071 
 Paper Corporation of North America 

6600 Governors Lake Pkwy 
 Norcross, GA 30071 

Alco Realty, Inc. 
 6600 Governors Lake Pkwy 

Norcross, GA 30071 

  
 3 








 Unisource Realty, Inc. 

6600 Governors Lake Pkwy 
 Norcross, GA 30071 

Unisource International Holdings Poland, Inc. 
 6600 Governors
Lake Pkwy 
 Norcross, GA 30071 
 Graph Comm Holdings
International, Inc. 
 6600 Governors Lake Pkwy 
 Norcross, GA
30071 
 Unisource International China, Inc. 
 6600 Governors
Lake Pkwy 
 Norcross, GA 30071 

  
 4 








 Schedule 2 

Pledged Securities 
 Pledged Stock 

A. xpedx 
  

											
	 Pledged Entity
	  	 Pledgor
	  	Percentage
Ownership
Interest Pledged	 	 	Stock
Certificate
Number	 
	 xpedx Intermediate, LLC
	  	Veritiv Corporation (f/k/a xpedx Holding Company)	  	 	100	% 	 	 	[—	] 
	 xpedx, LLC
	  	xpedx Intermediate, LLC	  	 	100	% 	 	 	[—	] 
	 xpedx International, Inc.
	  	xpedx, LLC	  	 	100	% 	 	 	[—	] 
	 xpedx Holdings S.A.R.L.
	  	xpedx, LLC	  	 	65	% 	 	 	[—	] 

 B. Unisource 
  

											
	 Pledged Entity
	  	 Pledgor
	  	Percentage
Ownership
Interest Pledged	 	 	Stock
Certificate
Number	 
	 Unisource Worldwide, Inc.
	  	Veritiv Corporation (f/k/a xpedx Holding Company)	  	 	100	% 	 	 	25280	  
	 Unisource International Holdings, Inc.
	  	Unisource Worldwide, Inc.	  	 	100	% 	 	 	1	  
	 Graphic Communications Holdings, Inc.
	  	Unisource Worldwide, Inc.	  	 	100	% 	 	 	11	  
	 Paper Corporation of North America
	  	Unisource Worldwide, Inc.	  	 	100	% 	 	 	1	  
	 Paper Corporation of North America
	  	Unisource Worldwide, Inc.	  	 	100	% 	 	 	2	  
	 Alco Realty, Inc.
	  	Unisource Worldwide, Inc.	  	 	100	% 	 	 	R-1	  
	 Unisource Realty, Inc.
	  	Unisource Worldwide, Inc.	  	 	100	% 	 	 	R-1	  
	 Unisource International Holdings Poland, Inc.
	  	Unisource International Holdings, Inc.	  	 	100	% 	 	 	[—	] 
	 Unisource International SA, Inc.
	  	Unisource International Holdings, Inc.	  	 	65	% 	 	 	[—	] 
	 Graph Comm Holdings International, Inc.
	  	Graphic Communications Holdings, Inc.	  	 	100	% 	 	 	2	  
	 Unisource International China, Inc.
	  	Unisource International Holdings, Inc.	  	 	100	% 	 	 	[—	] 
	 Unisource Canada, Inc.
	  	Paper Corporation of North America	  	 	65	% 	 	 	[C-2	]1 

  

	1 	To confirm that this certificate constitutes no more than 65% of equity of Unisource Canada, Inc. 


  
 5 








 Schedule 3 

Perfection Matters 
 1. Existing Security
Interests 
 A. xpedx 
  

																					
	 	  	 Debtor

(xpedx entities)
	  	 Search
Jurisdiction
	  	 Scope of
Search
	  	 Type of
Filing
Found
	  	 Secured

Party/Plaintiff
	  	 Collateral Type
	  	 Original File
Date/Original
Suit Date
	  	 Original File

#/Status
	  	 Amdt.
File Date
	  	 Amdt. File #

	1.	  	 (xpedx, LLC)
 xpedx

PO Box 625799
 Cincinnati, OH 45262

 
 &
  

Technology Media Group
 1208 Viceroy Drive

Dallas, TX 75247
	  	New York	  	UCC Debtor Search	  	UCC 1	  	 Recognition Systems, Inc.
  

30 Harbor Park Drive
  

Port Washington, NY 11050
	  	Specified Equipment	  	09/25/2013	  	201309258388920	  		  	


  
 6 








 B. Unisource 
  

																					
	 	  	 Debtor

(Unisource

Entities)
	  	 Search
Jurisdiction
	  	 Scope

of
 Search
	  	 Type of
Filing
Found
	  	 Secured

Party/Plaintiff
	  	 Collateral

Type
	  	 Original File
Date/Original
Suit Date
	  	 Original File

#/Status
	  	 Amdt. File
Date
	  	 Amdt. File #

	 1.
	  	Alco Realty, Inc.	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Bank of America, N.A.
  

335 Madison Avenue
  

New York, NY 10017
	  	All current and future assets and personal property of the Debtor	  	03/15/2011	  	20110966203	  		  	
	 2.
	  	Graph Comm Holdings International, Inc.	  	California	  	UCC Debtor Search	  	UCC 1	  	 Bank of America, N.A.
  

335 Madison Avenue
  

New York, NY 10017
	  	All current and future assets and personal property of the Debtor	  	03/15/2011	  	11-7263485370	  		  	


  
 7 









																					
	 	  	 Debtor

(Unisource

Entities)
	  	 Search
Jurisdiction
	  	 Scope

of
 Search
	  	 Type of
Filing
Found
	  	 Secured

Party/Plaintiff
	  	 Collateral

Type
	  	 Original File
Date/Original
Suit Date
	  	 Original File

#/Status
	  	 Amdt. File
Date
	  	 Amdt. File #

	 3.
	  	 Graphic Communication Holdings, Inc.
	  	California	  	UCC Debtor Search	  	UCC 1	  	 SP III 909 Lake Carolyn Parkway, L.P.
  

c/o CB Richard Ellis
  

865 S. Figueroa, Suite 3500
  

Los Angeles, CA 90017
  

c/o CB Richard Ellis Strategic Partners
  

515 S. Flower Street, Suite 3100
  

Los Angeles, CA 90071
	  	Debtor’s property situated in or upon specified premises or used within specified project	  	09/08/2006	  	06-7085203647	  	 3/24/2011 (Amdt.)
  

3/24/2011 (Cont.)
	  	 11-72645906
  

 
 11-72645907

	 4.
	  	Graphic Communication Holdings, Inc.	  	California	  	UCC Debtor Search	  	UCC 1	  	 Bank of America, N.A.
  

335 Madison Avenue
  

New York, NY 10017
	  	All current and future assets and personal property of the Debtor	  	03/15/2011	  	11-7263485754	  		  	


  
 8 









																					
	 	  	 Debtor

(Unisource

Entities)
	  	 Search
Jurisdiction
	  	 Scope

of
 Search
	  	 Type of
Filing
Found
	  	 Secured

Party/Plaintiff
	  	 Collateral

Type
	  	 Original File
Date/Original
Suit Date
	  	 Original File

#/Status
	  	 Amdt. File
Date
	  	 Amdt. File #

	 5.
	  	Paper Corporation of North America	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Bank of America, N.A.
  

335 Madison Avenue
  

New York, NY 10017
	  	All current and future assets and personal property of the Debtor	  	03/15/2011	  	10966187	  		  	
	 6.
	  	Unisource Canada, Inc.	  	Canada	  	UCC Debtor Search	  	UCC 1	  	 Bank of America, N.A.
  

335 Madison Avenue
  

New York, NY 10017
	  	All current and future assets and personal property of the Debtor	  	08/05/2009	  	2009085898	  		  	
	 7.
	  	Unisource Canada, Inc.	  	Canada	  	UCC Debtor Search	  	UCC 1	  	 Bank of America, N.A.
  

335 Madison Avenue
  

New York, NY 10017
	  	All current and future assets and personal property of the Debtor	  	03/16/2011	  	2011033257	  		  	
	 8.
	  	Unisource International Holdings, Inc.	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Bank of America, N.A.
  

335 Madison Avenue
  

New York, NY 10017
	  	All current and future assets and personal property of the Debtor	  	03/15/2011	  	10966161	  		  	


  
 9 









																					
	 	  	 Debtor

(Unisource

Entities)
	  	 Search
Jurisdiction
	  	 Scope

of
 Search
	  	 Type of
Filing
Found
	  	 Secured

Party/Plaintiff
	  	 Collateral

Type
	  	 Original File
Date/Original
Suit Date
	  	 Original File

#/Status
	  	 Amdt. File
Date
	  	 Amdt. File #

	 9.
	  	Unisource Realty	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Bank of America, N.A.
  

335 Madison Avenue
  

New York, NY 10017
	  	All current and future assets and personal property of the Debtor	  	03/15/2011	  	10966153	  		  	
	 10.
	  	 Unisource Worldwide, Inc.
  

133 Peachtree Street NE
  

Atlanta, GA 30303
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Crown Credit Company
  

40 S. Washington Street
  

New Bremen, OH 45869
	  	Current and future Equipment leased pursuant to specified lease agreement	  	03/31/2004	  	40905432	  	 3/31/2004 (Amdt.)
  

10/14/2008 (Cont.)
  

3/3/2014 (Cont.)
	  	 40906265
  

 
 83451836
  

 
 40804740

	 11.
	  	Unisource Worldwide, Inc.	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 UPS Capital Corporation
  

35 Glenlake Parkway, NE
  

Atlanta, GA 30328
	  	Specified Equipment	  	01/13/2005	  	50196130	  	11/17/2009 (Cont.)	  	93680540
	 12.
	  	Unisource Worldwide, Inc.	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 UPS Capital Corporation
  

35 Glenlake Parkway, NE
  

Atlanta, GA 30328
	  	Specified Equipment	  	03/18/2005	  	50985052	  	02/04/2010 (Cont.)	  	00389266


  
 10 









																					
	 	  	 Debtor

(Unisource

Entities)
	  	 Search
Jurisdiction
	  	 Scope

of
 Search
	  	 Type of
Filing
Found
	  	 Secured

Party/Plaintiff
	  	 Collateral

Type
	  	 Original File
Date/Original
Suit Date
	  	 Original File

#/Status
	  	 Amdt. File
Date
	  	 Amdt. File #

	 13.
	  	Unisource Worldwide, Inc.	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 UPS Capital Corporation
  

35 Glenlake Parkway, NE
  

Atlanta, GA 30328
	  	Specified Equipment	  	03/22/2005	  	51001503	  	 04/06/2005 (Amdt.)
  

02/04/2010 (Cont.)
	  	 51053892
  

 
 00389316

	 14.
	  	Unisource Worldwide, Inc.	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 UPS Capital Corporation
  

35 Glenlake Parkway, NE
  

Atlanta, GA 30328
	  	Specified Equipment	  	02/10/2006	  	60576876	  	01/04/2011 (Cont.)	  	10020217
	 15.
	  	Unisource Worldwide, Inc.	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Banc of America Leasing & Capital, Inc.
  

One Financial Plaza
  

Providence, RI 02903
	  	Current and future Equipment leased pursuant to specified lease agreement	  	02/20/2007	  	70645845	  	1/26/2012 (Cont.)	  	20332058
	 16.
	  	Unisource Worldwide, Inc.	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Banc of America Leasing & Capital, Inc.
  

One Financial Plaza
  

Providence, RI 02903
	  	Specified Equipment	  	02/20/2007	  	70646314	  	02/10/2012 (Cont.)	  	20552119


  
 11 









																					
	 	  	 Debtor

(Unisource

Entities)
	  	 Search
Jurisdiction
	  	 Scope

of
 Search
	  	 Type of
Filing
Found
	  	 Secured

Party/Plaintiff
	  	 Collateral

Type
	  	 Original File
Date/Original
Suit Date
	  	 Original File

#/Status
	  	 Amdt. File
Date
	  	 Amdt. File #

	 17.
	  	Unisource Worldwide, Inc.	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Banc of America Leasing & Capital, Inc.
  

One Financial Plaza
  

Providence, RI 02903
	  	Specified Equipment	  	08/02/2007	  	72944667	  	 10/17/2007 (Asgnmt.)
  

10/17/2007 (Amdt.)
  

08/01/2012 (Cont.)
	  	 73912135
  

 
 73914511
  

 
 22950204

	 18.
	  	Unisource Worldwide, Inc.	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Banc of America Leasing & Capital, Inc.
  

One Financial Plaza
  

Providence, RI 02903
	  	Specified Equipment	  	10/30/2007	  	74110200	  	 05/06/2008 (Asgnmt.)
  

05/06/2008 (Amdt.)
  

10/26/2012 (Cont.)
	  	 81568557
  

 
 81568987
  

 
 2415958

	 19.
	  	Unisource Worldwide, Inc.	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Banc of America Leasing & Capital, Inc.
  

One Financial Plaza
  

Providence, RI 02903
	  	Specified Equipment	  	05/28/2008	  	81821162	  	 08/21/2008 (Asgnmt.)
  

05/13/2013 (Cont.)
	  	 82859765
  

 
 31822551



  
 12 









																					
	 	  	 Debtor

(Unisource

Entities)
	  	 Search
Jurisdiction
	  	 Scope

of
 Search
	  	 Type of
Filing
Found
	  	 Secured

Party/Plaintiff
	  	 Collateral

Type
	  	 Original File
Date/Original
Suit Date
	  	 Original File

#/Status
	  	 Amdt. File
Date
	  	 Amdt. File #

	 20.
	  	Unisource Worldwide, Inc.	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Leaf Funding, Inc.
  

2005 Market Street, 15th Floor
  

Philadelphia, PA 19103
	  	*All of Debtor’s right, title and interest in all agreements assigned, sold, or otherwise conveyed by Debtor to Secured Creditor (the “Chattel Paper”) and assets related to such Chattel Paper	  	07/16/2009	  	92279542	  		  	
	 21.
	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	08/19/2009	  	92664941	  		  	


  
 13 









																					
	 	  	 Debtor

(Unisource

Entities)
	  	 Search
Jurisdiction
	  	 Scope

of
 Search
	  	 Type of
Filing
Found
	  	 Secured

Party/Plaintiff
	  	 Collateral

Type
	  	 Original File
Date/Original
Suit Date
	  	 Original File

#/Status
	  	 Amdt. File
Date
	  	 Amdt. File #

	 22.
	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	08/19/2009	  	92664958	  		  	
	 23.
	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	08/19/2009	  	92664974	  		  	
	 24.
	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	09/18/2009	  	92997705	  		  	


  
 14 









																					
	 	  	 Debtor

(Unisource

Entities)
	  	 Search
Jurisdiction
	  	 Scope

of
 Search
	  	 Type of
Filing
Found
	  	 Secured

Party/Plaintiff
	  	 Collateral

Type
	  	 Original File
Date/Original
Suit Date
	  	 Original File

#/Status
	  	 Amdt. File
Date
	  	 Amdt. File #

	 25.
	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	10/13/2009	  	93285415	  		  	
	 26.
	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	10/13/2009	  	93294490	  		  	
	 27.
	  	 Unisource Worldwide
 Inc.

 
 2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	11/05/2009	  	93557433	  		  	


  
 15 









																					
	 	  	 Debtor

(Unisource

Entities)
	  	 Search
Jurisdiction
	  	 Scope

of
 Search
	  	 Type of
Filing
Found
	  	 Secured

Party/Plaintiff
	  	 Collateral

Type
	  	 Original File
Date/Original
Suit Date
	  	 Original File

#/Status
	  	 Amdt. File
Date
	  	 Amdt. File #

	 28.
	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	12/09/2009	  	93944417	  		  	
	 29.
	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	12/16/2009	  	94026982	  		  	
	 30.
	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	12/16/2009	  	94026990	  		  	


  
 16 









																					
	 	  	 Debtor

(Unisource

Entities)
	  	 Search
Jurisdiction
	  	 Scope

of
 Search
	  	 Type of
Filing
Found
	  	 Secured

Party/Plaintiff
	  	 Collateral

Type
	  	 Original File
Date/Original
Suit Date
	  	 Original File

#/Status
	  	 Amdt. File
Date
	  	 Amdt. File #

	 31.
	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	02/09/2010	  	00442297	  		  	
	 32.
	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	02/09/2010	  	00442305	  		  	
	 33.
	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	05/11/2010	  	01641806	  		  	


  
 17 









																					
	 	  	 Debtor

(Unisource

Entities)
	  	 Search
Jurisdiction
	  	 Scope

of
 Search
	  	 Type of
Filing
Found
	  	 Secured

Party/Plaintiff
	  	 Collateral

Type
	  	 Original File
Date/Original
Suit Date
	  	 Original File

#/Status
	  	 Amdt. File
Date
	  	 Amdt. File #

	 34.
	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	05/20/2010	  	01779036	  		  	
	 35.
	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	07/01/2010	  	02313421	  		  	
	 36.
	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	08/10/2010	  	02782005	  		  	


  
 18 









																					
	 	  	 Debtor

(Unisource

Entities)
	  	 Search
Jurisdiction
	  	 Scope

of
 Search
	  	 Type of
Filing
Found
	  	 Secured

Party/Plaintiff
	  	 Collateral

Type
	  	 Original File
Date/Original
Suit Date
	  	 Original File

#/Status
	  	 Amdt. File
Date
	  	 Amdt. File #

	 37.
	  	Unisource Worldwide, Inc.	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Toyota Motor Credit Corporation
  

P.O. Box 3457
  

Torrance, CA 90510
	  	Specified Equipment	  	10/20/2010	  	03668997	  		  	
	 38.
	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	10/20/2010	  	03671751	  		  	
	 39.
	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	10/20/2010	  	03671777	  		  	


  
 19 









																					
	 	  	 Debtor

(Unisource

Entities)
	  	 Search
Jurisdiction
	  	 Scope

of
 Search
	  	 Type of
Filing
Found
	  	 Secured

Party/Plaintiff
	  	 Collateral

Type
	  	 Original File
Date/Original
Suit Date
	  	 Original File

#/Status
	  	 Amdt. File
Date
	  	 Amdt. File #

	 40.
	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	10/20/2010	  	03671785	  		  	
	 41.
	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	02/10/2011	  	10497076	  		  	
	 42.
	  	Unisource Worldwide, Inc.	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Marubeni America Corp.
  

375 Lexington Avenue
  

New York, NY 10017
	  	Specified Equipment	  	02/11/2011	  	10524374	  		  	
	 43.
	  	Unisource Worldwide, Inc.	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Bank of America, N.A.
  

335 Madison Avenue
  

New York, NY 10017
	  	All current and future assets and personal property of the Debtor	  	03/15/2011	  	10966146	  		  	


  
 20 









																					
	 	  	 Debtor

(Unisource

Entities)
	  	 Search
Jurisdiction
	  	 Scope

of
 Search
	  	 Type of
Filing
Found
	  	 Secured

Party/Plaintiff
	  	 Collateral

Type
	  	 Original File
Date/Original
Suit Date
	  	 Original File

#/Status
	  	 Amdt. File
Date
	  	 Amdt. File #

	44.	  	 Unisource Worldwide, Inc.
  

&
  

Unisource Global Solutions
  

6600 Governors Lake Parkway
  

Norcross, GA 30071
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Sumitomo (SHI) Plastics Machinery (America), LLC
  

1266 Oakbrook Drive
  

Norcross, GA 30093
	  	Specified Equipment	  	04/21/11	  	11500936	  		  	
	45.	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	04/25/2011	  	11536864	  		  	
	46.	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	10/17/2011	  	13988055	  		  	


  
 21 









																					
	 	  	 Debtor

(Unisource

Entities)
	  	 Search
Jurisdiction
	  	 Scope

of
 Search
	  	 Type of
Filing
Found
	  	 Secured

Party/Plaintiff
	  	 Collateral

Type
	  	 Original File
Date/Original
Suit Date
	  	 Original File

#/Status
	  	 Amdt. File
Date
	  	 Amdt. File #

	47.	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Specified Equipment	  	10/17/2011	  	13988063	  		  	
	48.	  	 Unisource Worldwide Inc.
  

2600 Commerce Way
  

Commerce, CA 90040
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Raymond Leasing Corporation
  

Corporate Headquarters P.O. Box 130
  

Greene, NY 13778
	  	Financing Statement Missing	  	10/17/2011	  	13988089	  		  	
	49.	  	 Unisource Worldwide, Inc.
  

1090 Bailey Hill Road
  

Eugene, OR 97402
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 U.S. Bank Equipment Finance, A Division of U.S. Bank National Association

 
 1310 Madrid Street

 
 Marshall, MN 56258
	  	Specified Equipment	  	01/12/12	  	20147076	  		  	


  
 22 









																					
	 	  	 Debtor

(Unisource

Entities)
	  	 Search
Jurisdiction
	  	 Scope

of
 Search
	  	 Type of
Filing
Found
	  	 Secured

Party/Plaintiff
	  	 Collateral

Type
	  	 Original File
Date/Original
Suit Date
	  	 Original File

#/Status
	  	 Amdt. File
Date
	  	 Amdt. File #

	50.	  	 Unisource Worldwide, Inc.
  

9001 Wyoming Avenue N
  

Brooklyn Park, MN 55445
	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Robert Reiser & Co., Inc.
  

725 Dedham Street
  

Canton, MA 02021
	  	Specified Equipment	  	06/29/12	  	22532663	  		  	
	51.	  	Unisource Worldwide, Inc.	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Marubeni America Corp.
  

375 Lexington Avenue
  

New York, NY 10017
	  	Specified Equipment	  	05/22/2013	  	31950949	  		  	
	52.	  	UWW Holdings,Inc.	  	Delaware	  	UCC Debtor Search	  	UCC 1	  	 Bank of America, N.A.
  

335 Madison Avenue
  

New York, NY 10017
	  	All current and future assets and personal property of the Debtor	  	03/15/2011	  	10966138	  		  	


  
 23 








 2. Closing Date UCC Filings 

A. xpedx 
  

							
	 Name of Entity
	  	 Jurisdiction of Organization
	  	 Filing Office
	  	 Document Filed

	xpedx Intermediate, LLC	  	DE	  	Secretary of State	  	UCC-1
	xpedx, LLC	  	NY	  	Secretary of State	  	UCC-1
	xpedx International, Inc.	  	DE	  	Secretary of State	  	UCC-1
	  
 B. Unisource
	  		  		  	
				
	 Name of Entity
	  	 Jurisdiction of Organization
	  	 Filing Office
	  	 Document Filed

	Unisource Worldwide, Inc.	  	DE	  	Secretary of State	  	UCC-1
	Unisource International Holdings, Inc.	  	DE	  	Secretary of State	  	UCC-1
	Graphic Communications Holdings, Inc.	  	CA	  	Secretary of State	  	UCC-1
	Paper Corporation of North America	  	DE	  	Secretary of State	  	UCC-1
	Alco Realty, Inc.	  	DE	  	Secretary of State	  	UCC-1
	Unisource Realty, Inc.	  	DE	  	Secretary of State	  	UCC-1
	Unisource International Holdings Poland, Inc.	  	DE	  	Secretary of State	  	UCC-1
	Graph Comm Holdings International, Inc.	  	CA	  	Secretary of State	  	UCC-1
	Unisource International China, Inc.	  	DE	  	Secretary of State	  	UCC-1

 3. Closing Date IP Filings 

A. xpedx 
 a. Filings with the U.S. Patent and Trademark
Office 
  

	 	1.	Notice and Confirmation of Security Interest in Patents by xpedx, LLC, dated as of             , 2014, in the U.S. Patent and Trademark Office


  

	 	2.	Notice and Confirmation of Security Interest in Trademarks by xpedx, LLC, dated as of             , 2014, in the U.S. Patent and Trademark Office



  
 24 








 b. Filings with the U.S. Copyright Office 

 

	 	1.	Grant of Security Interest in Copyrights by xpedx, LLC, dated as of             , 2014, in the U.S. Copyright Office 


B. Unisource 
 a. Filings with the U.S. Patent and
Trademark Office 
  

	 	1.	Notice and Confirmation of Security Interest in Patents by Unisource Worldwide, Inc., dated as of             , 2014, in the U.S. Patent and Trademark Office


  

	 	2.	Notice and Confirmation of Security Interest in Trademarks by Unisource Worldwide, Inc., dated as of             , 2014, in the U.S. Patent and Trademark
Office 

 b. Filings with the U.S. Copyright Office 
  

	 	1.	Grant of Security Interest in Copyrights by Unisource Worldwide, Inc., dated as of             , 2014, in the U.S. Copyright Office 


  
 25 








 Schedule 4A 

Financing Statements 

[UCC-1 filings to be attached] 

  
 26 








 Schedule 4B 

Granting Party Information 
 A. xpedx 

 

											
	 Name of Entity
	  	 Type of Organization
	  	 Jurisdiction of
Organization
	  	 Organizational
Identification Number
	  	 Federal Tax
Identification Number
	  	 Chief Executive Office
Address or Preferred
Mailing Address

	Veritiv Corporation (f/k/a xpedx Holding Company)	  	Corporation	  	DE	  	5364560	  	46-3234977	  	6400 Poplar Avenue, Memphis, TN 38197
	xpedx Intermediate, LLC	  	Limited Liability Company	  	DE	  	5470768	  	46-4649319	  	6400 Poplar Avenue, Memphis, TN 38197
	xpedx, LLC	  	Limited Liability Company	  	NY	  	4518940	  	46-4663631	  	6400 Poplar Avenue, Memphis, TN 38197
	xpedx International, Inc.	  	Corporation	  	DE	  	4467116	  	26-2764720	  	6400 Poplar Avenue, Memphis, TN 38197

 B. Unisource 
  

											
	 Name of Entity
	  	 Type of Organization
	  	 Jurisdiction of
Organization
	  	 Organizational
Identification
Number
	  	 Federal Tax
Identification Number
	  	 Chief Executive Officer
Address or Preferred
Mailing Address

	Unisource Worldwide, Inc.	  	Corporation	  	DE	  	0815767	  	13-5369500	  	6600 Governors Lake Pkwy, Norcross GA 30071
	Unisource International Holdings, Inc.	  	Corporation	  	DE	  	4592261	  	61-1573324	  	6600 Governors Lake Pkwy, Norcross GA 30071
	Graphic Communications Holdings, Inc.	  	Corporation	  	CA	  	C1317883	  	33-0063298	  	6600 Governors Lake Pkwy, Norcross GA 30071
	Paper Corporation of North America	  	Corporation	  	DE	  	2272606	  	51-0336097	  	6600 Governors Lake Pkwy, Norcross GA 30071
	Alco Realty, Inc. 	  	Corporation	  	DE	  	2109750	  	23-2437926	  	6600 Governors Lake Pkwy, Norcross GA 30071
	Unisource Realty, Inc.	  	Corporation	  	DE	  	2498625	  	23-2827171	  	6600 Governors Lake Pkwy, Norcross GA 30071


  
 27 









											
	 Name of Entity
	  	 Type of Organization
	  	 Jurisdiction of
Organization
	  	 Organizational
Identification Number
	  	 Federal Tax
Identification Number
	  	 Chief Executive Officer
Address or Preferred
Mailing Address

	Unisource International Holdings Poland, Inc.	  	Corporation	  	DE	  	4954550	  	80-0703210	  	6600 Governors Lake Pkwy, Norcross GA 30071
	Graph Comm Holdings International, Inc.	  	Corporation	  	CA	  	C2223306	  	33-0898789	  	6600 Governors Lake Pkwy, Norcross GA 30071
	Unisource International China, Inc.	  	Corporation	  	DE	  	5386583	  	32-0418485	  	6600 Governors Lake Pkwy, Norcross GA 30071


  
 28 








 Schedule 5 

Intellectual Property 
 Patents, Copyrights,
and Trademarks 
  

	1.	Patents 

 Unisource Worldwide, Inc. 

Pending Patent Applications 
  

															
	 Jurisdiction
	  	 Title
	  	 Patent #
	  	 Issue Date
	  	 Appl. #
	  	 Appl. Date
	  	 Comments
	  	 Owner

	US	  	Bottle Packaging System	  	N/A	  	N/A	  	61/840,168	  	6/27/2013	  	Pending	  	Unisource Worldwide, Inc.

 xpedx 

Issued Patents 
  

															
	 Jurisdiction
	  	 Title
	  	 Patent #
	  	 Issue Date
	  	 Appl. #
	  	 Appl. Date
	  	 Comments
	  	 Owner

	US	  	Cartridge Insert which Fits Into a Box	  	6685025	  	03-Feb-2004	  	09/921091	  	02-Aug-2001	  		  	xpedx, LLC
	US	  	Reclosable Folded Container with Bellows Corner Panels	  	6729533	  	04-May-2004	  	10/411489	  	10-Apr-2003	  		  	xpedx, LLC
	US	  	Cartridge Insert which Fits Into a Box	  	7021024	  	04-Apr-2006	  	10/689802	  	21-Oct-2003	  		  	xpedx, LLC
	US	  	Tool with Protective Sheath	  	7082864	  	01-Aug-2006	  	11/111425	  	21-Apr-2005	  		  	xpedx, LLC
	US	  	Cartridge Insert which Fits Into a Box	  	7278249	  	09-Oct-2007	  	11/299443	  	15-Dec-2005	  		  	xpedx, LLC
	US	  	Insert for Protecting a Product within a Box	  	7648031	  	19-Jan-2010	  	11/299978	  	12-Dec-2005	  		  	xpedx, LLC
	US	  	Merchandising Package	  	D601887	  	13-Oct-2009	  	29/330855	  	15-Jan-2009	  	Design patent	  	xpedx, LLC
	US	  	Ramp	  	D671003	  	20-Nov-2012	  	29/415220	  	08-Mar-2012	  	Design Patent	  	xpedx, LLC
	US	  	Carton	  	D689360	  	10-Sept-2013	  	29/414836	  	05-Mar-2012	  	Design Patent	  	xpedx, LLC
	US	  	A Retractable Container with Support Legs	  	8668133	  	11-Mar-2014	  	13190711	  	26-Jul-2011	  		  	xpedx, LLC


  
 29 








 Pending Patent Applications 

 

															
	 Jurisdiction
	  	 Title
	  	 Patent #
	  	 Issue Date
	  	 Appl. #
	  	 Appl. Date
	  	 Comments
	  	 Owner

	US	  	Collapsible Bulk Bin Container	  		  		  	13/111552	  	19-May-2011	  	Pub #: 20110308993	  	xpedx, LLC
	US	  	Shipping and Display Container	  		  		  	13/477149	  	22-May-2012	  		  	xpedx, LLC

  

	2.	Trademarks 

 Unisource Worldwide, Inc. 

Registered Trademarks 

United States Trademarks 
  

													
	 Trademark
	  	 Serial Number
	  	 Current Status
	  	 Registration Number
	  	 Registration Date
	  	 Country
Name
	  	 Owner

	AD-BRITE OPALINE*	  	78/218962	  	Registered	  	2804999	  	Jan 13, 2004	  	US	  	Unisource Worldwide, Inc.
	ALL STAR	  	74/004919	  	Registered	  	1636612	  	Mar 5, 1991	  	US	  	Unisource Worldwide, Inc.
	AVENGER	  	85/716773	  	Allowed	  	N/A	  	Oct 2, 2013	  	US	  	Unisource Worldwide, Inc.
	BLOT THAT SPOT	  	77/183670	  	Registered	  	3372334	  	Jan 22, 2008	  	US	  	Unisource Worldwide, Inc.
	BRAND EFFICIENCY	  	85/898225	  	Allowed	  	N/A	  	Apr 8, 2013	  	US	  	Unisource Worldwide, Inc.
	CHEMTROL	  	77/007341	  	Registered	  	3259858	  	Jul 10, 2007	  	US	  	Unisource Worldwide, Inc.
	CHEMTROL	  	77/007393	  	Registered	  	3259859	  	Jul 10, 2007	  	US	  	Unisource Worldwide, Inc.
	CHEMTROLMINI	  	77/007422	  	Registered	  	3259860	  	Jul 10, 2007	  	US	  	Unisource Worldwide, Inc.
	CHEMTROLMINI	  	77/007436	  	Registered	  	3259861	  	Jul 10, 2007	  	US	  	Unisource Worldwide, Inc.
	COLORSOURCE	  	74/233538	  	Registered	  	1729297	  	Nov 3, 1992	  	US	  	Unisource Worldwide, Inc.
	COMET 92	  	85/637312	  	Registered	  	4250216	  	Nov 27, 2012	  	US	  	Unisource Worldwide, Inc.
	COMET HI-BRITE	  	85/637272	  	Registered	  	4250214	  	Nov 27, 2012	  	US	  	Unisource Worldwide, Inc.


  
 30 









													
	 Trademark
	  	 Serial Number
	  	 Current Status
	  	 Registration Number
	  	 Registration Date
	  	 Country
Name
	  	 Owner

	COMET OPAQUE	  	77/298215	  	Registered	  	3481966	  	Aug 5, 2008	  	US	  	Unisource Worldwide, Inc.
	COMET XEROCOPY	  	77/579682	  	Registered	  	3670803	  	Aug 18, 2009	  	US	  	Unisource Worldwide, Inc.
	COPY SAVER	  	77/438659	  	Registered	  	3599913	  	Mar 31, 2009	  	US	  	Unisource Worldwide, Inc.
	COPYSOURCE	  	73/240019	  	Registered	  	1209177	  	Sep 14, 1982	  	US	  	Unisource Worldwide, Inc.
	DECATHLON	  	78/107980	  	Registered	  	2739130	  	Jul 15, 2003	  	US	  	Unisource Worldwide, Inc.
	DEFENDER	  	85/464457	  	Registered	  	4142792	  	May 15, 2012	  	US	  	Unisource Worldwide, Inc.
	DEFENDER COLORS	  	85/464572	  	Registered	  	4142794	  	May 15, 2012	  	US	  	Unisource Worldwide, Inc.
	DEFIANCE	  	85/464433	  	Registered	  	4142791	  	May 15, 2012	  	US	  	Unisource Worldwide, Inc.
	EARTHSHIELD	  	85/484949	  	Allowed	  	N/A	  	Jul 3, 2013	  	US	  	Unisource Worldwide, Inc.
	EARTHSHIELD RECYCLED	  	85/484963	  	Allowed	  	N/A	  	Jul 17, 2013	  	US	  	Unisource Worldwide, Inc.
	ECOLOGICARD	  	77/883501	  	Registered	  	3941610	  	Apr 5, 2011	  	US	  	Unisource Worldwide, Inc.
	ECONOSOURCE	  	73/534846	  	Registered	  	1365576	  	Oct 15, 1985	  	US	  	Unisource Worldwide, Inc.
	EFFICIENCY REIMAGINED	  	85/746756	  	Registered	  	4495724	  	Mar 11, 2014	  	US	  	Unisource Worldwide, Inc.
	FREEDOM	  	85/432593	  	Registered	  	4142685	  	May 15, 2012	  	US	  	Unisource Worldwide, Inc.
	GALAXY OFFSET	  	78/250060	  	Registered	  	2823551	  	Mar 16, 2004	  	US	  	Unisource Worldwide, Inc.
	GALAXY OFFSET	  	78/250070	  	Registered	  	2853735	  	Jun 15, 2004	  	US	  	Unisource Worldwide, Inc.


  
 31 









													
	 Trademark
	  	 Serial Number
	  	 Current Status
	  	 Registration Number
	  	 Registration Date
	  	 Country
Name
	  	 Owner

	GALAXY PLUS	  	77/035019	  	Registered	  	3281856	  	Aug 21, 2007	  	US	  	Unisource Worldwide, Inc.
	GC	  	77/034917	  	Registered	  	3407853	  	Apr 8, 2008	  	US	  	Unisource Worldwide, Inc.
	GC BRITE	  	77/386890	  	Registered	  	3596219	  	Mar 24, 2009	  	US	  	Unisource Worldwide, Inc.
	GC BRITE PLUS	  	77/386902	  	Registered	  	3596220	  	Mar 24, 2009	  	US	  	Unisource Worldwide, Inc.
	GOLD CREST	  	74/024850	  	Registered	  	1618773	  	Oct 23, 1990	  	US	  	Unisource Worldwide, Inc.
	GRAPHIC COMMUNICATIONS	  	77/034907	  	Registered	  	3429226	  	May 20, 2008	  	US	  	Unisource Worldwide, Inc.
	HANDI-PAK*	  	85/716743	  	Allowed	  	N/A	  	Oct 2, 2013	  	US	  	Unisource Worldwide, Inc.
	JFD JUST FOUR DISTRIBUTION	  	78/355017	  	Registered	  	2915410	  	Dec 28, 2004	  	US	  	Unisource Worldwide, Inc.
	JFD JUST FOUR DISTRIBUTION	  	78/355125	  	Registered	  	2915411	  	Dec 28, 2004	  	US	  	Unisource Worldwide, Inc.
	JUST FOUR DISTRIBUTION	  	78/328241	  	Registered	  	2915403	  	Dec 28, 2004	  	US	  	Unisource Worldwide, Inc.
	LEAP	  	85/971868	  	Allowed	  		  	Jun 27, 2013	  	US	  	Unisource Worldwide, Inc.
	LIBERTY	  	85/428598	  	Registered	  	4199993	  	Aug 28, 2012	  	US	  	Unisource Worldwide, Inc.
	LIQUI-TERGE	  	77/007566	  	Registered	  	3284329	  	Aug 28, 2007	  	US	  	Unisource Worldwide, Inc.
	MR. CLICK	  	78/534717	  	Registered	  	3379322	  	Feb 5, 2008	  	US	  	Unisource Worldwide, Inc.
	NORDIC	  	74/523984	  	Registered	  	2000251	  	Sep 10, 1996	  	US	  	Unisource Worldwide, Inc.


  
 32 









													
	 Trademark
	  	 Serial Number
	  	 Current Status
	  	 Registration Number
	  	 Registration Date
	  	 Country
Name
	  	 Owner

	NORDIC PLUS	  	78/966096	  	Registered	  	3324671	  	Oct 30, 2007	  	US	  	Unisource Worldwide, Inc.
	NORDIC+	  	78/966084	  	Registered	  	3261054	  	Jul 10, 2007	  	US	  	Unisource Worldwide, Inc.
	ONE COAT	  	77/183651	  	Registered	  	3438503	  	May 27, 2008	  	US	  	Unisource Worldwide, Inc.
	PAPER CORPORATION OF UNITED STATES P.C. OF US	  	74/208618	  	Registered	  	1708662	  	Aug 18, 1992	  	US	  	Unisource Worldwide, Inc.
	PAPER PLUS	  	73/095321	  	Registered	  	1072911	  	Sep 6, 1977	  	US	  	Unisource Worldwide, Inc.
	PINE-O-DIS	  	77/220727	  	Registered	  	3388511	  	Feb 26, 2008	  	US	  	Unisource Worldwide, Inc.
	PKG	  	77/913212	  	Registered	  	3909212	  	Jan 18, 2011	  	US	  	Unisource Worldwide, Inc.
	PORCELAIN	  	74/070155	  	Registered	  	1695319	  	Jun 16, 1992	  	US	  	Unisource Worldwide, Inc.
	PORCELAIN ECO	  	77/861191	  	Registered	  	3929609	  	Mar 8, 2011	  	US	  	Unisource Worldwide, Inc.
	PRESSMASTER	  	72/087714	  	Registered	  	718947	  	Jul 25, 1961	  	US	  	Unisource Worldwide, Inc.
	REVERENCE	  	85/720503	  	Allowed	  	N/A	  	Oct 2, 2013	  	US	  	Unisource Worldwide, Inc.
	REVERENCE Q	  	85/720506	  	Allowed	  	N/A	  	Oct 2, 2013	  	US	  	Unisource Worldwide, Inc.
	ROLLSOURCE	  	76/144987	  	Registered	  	2494361	  	Oct 2, 2001	  	US	  	Unisource Worldwide, Inc.
	SCUM CLEAN	  	76/053030	  	Registered	  	2516758	  	Dec 11, 2001	  	US	  	Unisource Worldwide, Inc.
	SELECTSOURCE	  	85/867269	  	Allowed	  	N/A	  	Mar 5, 2013	  	US	  	Unisource Worldwide, Inc.
	SELECTSOURCE	  	85/867318	  	Allowed	  	N/A	  	Mar 5, 2013	  	US	  	Unisource Worldwide, Inc.
	SENTRY	  	85/464400	  	Registered	  	4142790	  	May 15, 2012	  	US	  	Unisource Worldwide, Inc.


  
 33 









													
	 Trademark
	  	 Serial Number
	  	 Current Status
	  	 Registration Number
	  	 Registration Date
	  	 Country
Name
	  	 Owner

	SIGNET	  	74/271513	  	Registered	  	1805267	  	Nov 16, 1993	  	US	  	Unisource Worldwide, Inc.
	SPHINX	  	72/190756	  	Registered	  	0780344	  	Nov 17, 1964	  	US	  	Unisource Worldwide, Inc.
	SPHINX	  	72/190757	  	Registered	  	780345	  	Nov 17, 1964	  	US	  	Unisource Worldwide, Inc.
	SPHINX	  	73/280018	  	Registered	  	1187283	  	Jan 26, 1982	  	US	  	Unisource Worldwide, Inc.
	SPHINX	  	74/034017	  	Registered	  	1625966	  	Dec 4, 1990	  	US	  	Unisource Worldwide, Inc.
	STARBRITE	  	72/026728	  	Registered	  	672502	  	Jan 13, 1959	  	US	  	Unisource Worldwide, Inc.
	STEALTH	  	85/716800	  	Allowed	  	N/A	  	Oct 2, 2013	  	US	  	Unisource Worldwide, Inc.
	STELLAR GLOSS	  	85/790821	  	Allowed	  	N/A	  	Oct 2, 2013	  	US	  	Unisource Worldwide, Inc.
	STELLAR GLOSS	  	85/790799	  	Allowed	  	N/A	  	Oct 2, 2013	  	US	  	Unisource Worldwide, Inc.
	STELLAR MATTE	  	85/790755	  	Allowed	  	N/A	  	Oct 2, 2013	  	US	  	Unisource Worldwide, Inc.
	STELLAR MATTE	  	85/790738	  	Allowed	  	N/A	  	Oct 2, 2013	  	US	  	Unisource Worldwide, Inc.
	STINGER	  	77/007697	  	Registered	  	3284331	  	Aug 28, 2007	  	US	  	Unisource Worldwide, Inc.
	SUD N’ KLEEN	  	77/255582	  	Registered	  	3422052	  	May 6, 2008	  	US	  	Unisource Worldwide, Inc.
	TECHNISOURCE	  	77/071838	  	Registered	  	3271439	  	Jul 31, 2007	  	US	  	Unisource Worldwide, Inc.
	TRIATHLON	  	78/440174	  	Registered	  	3101825	  	Jun 6, 2006	  	US	  	Unisource Worldwide, Inc.
	U	  	78/590660	  	Registered	  	3206797	  	Feb 6, 2007	  	US	  	Unisource Worldwide, Inc.
	U UNISOURCE	  	78/268159	  	Registered	  	2953498	  	May 17, 2005	  	US	  	Unisource Worldwide, Inc.
	U UNISOURCE	  	74/191164	  	Registered	  	1710597	  	Aug 25, 1992	  	US	  	Unisource Worldwide, Inc.


  
 34 









													
	 Trademark
	  	 Serial Number
	  	 Current Status
	  	 Registration
Number
	  	 Registration Date
	  	 Country Name
	  	 Owner

	U UNISOURCE	  	78/268166	  	Registered	  	3325554	  	Oct 30, 2007	  	US	  	Unisource Worldwide, Inc.
	U UNISOURCE	  	74/477113	  	Registered	  	1974039	  	May 14, 1996	  	US	  	Unisource Worldwide, Inc.
	U UNISOURCE	  	85/422862	  	Registered	  	4138962	  	May 8, 2012	  	US	  	Unisource Worldwide, Inc.
	U UNISOURCE CUSTOMER SOLUTIONS IN A GLOBAL MARKET	  	85/537148	  	Registered	  	4186892	  	Aug 7, 2012	  	US	  	Unisource Worldwide, Inc.
	U UNISOURCE CUSTOMER SOLUTIONS IN A GLOBAL MARKET	  	85/537174	  	Registered	  	4186893	  	Aug 7, 2012	  	US	  	Unisource Worldwide, Inc.
	U UNISOURCE ENGINEERED SOLUTIONS INNOVATORS IN PACKAGING INCH CM	  	85/150792	  	Registered	  	4013929	  	Aug 16, 2011	  	US	  	Unisource Worldwide, Inc.
	U UNISOURCE R	  	77/937305	  	Registered	  	3855006	  	Sep 28, 2010	  	US	  	Unisource Worldwide, Inc.
	uADVANTAGE	  	85/008673	  	Registered	  	4050120	  	Nov 1, 2011	  	US	  	Unisource Worldwide, Inc.
	uBRAND	  	77/183913	  	Registered	  	3470407	  	Jul 22, 2008	  	US	  	Unisource Worldwide, Inc.
	uDIGITAL	  	77/264909	  	Registered	  	3496835	  	Sep 2, 2008	  	US	  	Unisource Worldwide, Inc.
	uGLOSS	  	77/261616	  	Registered	  	3481899	  	Aug 5, 2008	  	US	  	Unisource Worldwide, Inc.
	UGS A DIVISION OF UNISOURCE WORLDWIDE, INC.	  	85/626673	  	Allowed	  	N/A	  	Nov 6, 2013	  	US	  	Unisource Worldwide, Inc.
	UGS A DIVISION OF UNISOURCE WORLDWIDE, INC.	  	85/627272	  	Allowed	  	N/A	  	Nov 6, 2013	  	US	  	Unisource Worldwide, Inc.


  
 35 









													
	 Trademark
	  	 Serial Number
	  	 Current Status
	  	 Registration
Number
	  	 Registration Date
	  	 Country Name
	  	 Owner

	UGS A DIVISION OF UNISOURCE WORLDWIDE, INC. PRODUCTS & PACKAGING IN HARMONY	  	85/627238	  	Allowed	  	N/A	  	Nov 6, 2013	  	US	  	Unisource Worldwide, Inc.
	UGS A DIVISION OF UNISOURCE WORLDWIDE, INC. PRODUCTS & PACKAGING IN HARMONY	  	85/589860	  	Allowed	  	N/A	  	Nov 6, 2013	  	US	  	Unisource Worldwide, Inc.
	uLABEL	  	77/264890	  	Registered	  	3481909	  	Aug 5, 2008	  	US	  	Unisource Worldwide, Inc.
	UNISOURCE	  	78/268151	  	Registered	  	3344969	  	Nov 27, 2007	  	US	  	Unisource Worldwide, Inc.
	UNISOURCE	  	77/006945	  	Registered	  	3443464	  	Jun 10, 2008	  	US	  	Unisource Worldwide, Inc.
	UNISOURCE	  	85/589289	  	Registered	  	4241868	  	Nov 13, 2012	  	US	  	Unisource Worldwide, Inc.
	UNISOURCE CONSULTING*	  	85/730643	  	Allowed	  	N/A	  	Nov 7, 2013	  	US	  	Unisource Worldwide, Inc.
	UNISOURCE GLOBAL SOLUTIONS	  	77/807782	  	Registered	  	3791505	  	May 18, 2010	  	US	  	Unisource Worldwide, Inc.
	UNISOURCE GLOSS	  	78/242911	  	Registered	  	2883286	  	Sep 7, 2004	  	US	  	Unisource Worldwide, Inc.
	UNISOURCE LOGISTICS SOLUTIONS	  	85/008605	  	Registered	  	3902214	  	Jan 4, 2011	  	US	  	Unisource Worldwide, Inc.
	UNISOURCE U	  	73/551098	  	Registered	  	1381377	  	Feb 4, 1986	  	US	  	Unisource Worldwide, Inc.
	UNISOURCEDIRECT	  	78/114577	  	Registered	  	2851836	  	Jun 8, 2004	  	US	  	Unisource Worldwide, Inc.
	UNISOURCEDIRECT.COM	  	77/704601	  	Registered	  	3894616	  	Dec 21, 2010	  	US	  	Unisource Worldwide, Inc.
	UNISOURCEDIRECT.COM	  	77/704563	  	Registered	  	3797186	  	Jun 1, 2010	  	US	  	Unisource Worldwide, Inc.


  
 36 









													
	 Trademark
	  	 Serial Number
	  	 Current Status
	  	 Registration
Number
	  	 Registration Date
	  	 Country Name
	  	 Owner

	UNISOURCEGREENFINDER	  	77/757557	  	Registered	  	3698953	  	Oct 20, 2009	  	US	  	Unisource Worldwide, Inc.
	USOURCE	  	85/536765	  	Registered	  	4179526	  	Jul 24, 2012	  	US	  	Unisource Worldwide, Inc.
	uVELVET	  	77/261878	  	Registered	  	3496830	  	Sep 2, 2008	  	US	  	Unisource Worldwide, Inc.
	VERTICIDE	  	77/007713	  	Registered	  	3273419	  	Aug 7, 2007	  	US	  	Unisource Worldwide, Inc.
	WEBSOURCE	  	73/433643	  	Registered	  	1295163	  	Sep 11, 1984	  	US	  	Unisource Worldwide, Inc.
	WORLD BOND	  	73/599004	  	Registered	  	1421022	  	Dec 16, 1986	  	US	  	Unisource Worldwide, Inc.

  

	*	Mark is currently registered but Unisource intends to abandon. 

 State Trademarks 

 

											
	 Trademark
	  	 Current Status
	  	 Registration

Number
	  	 Registration

Date
	  	 Jurisdiction
	  	 Owner

	ACRATHANE	  	Registered	  	56079	  	Apr 29, 1977	  	California, U.S.	  	Unisource Worldwide, Inc.
	CHEMTROL	  	Registered	  	076637	  	Apr 10, 1985	  	California, U.S.	  	Unisource Worldwide, Inc.
	CRETE TREAT	  	Registered	  	56078	  	Apr 29, 1977	  	California, U.S.	  	Unisource Worldwide, Inc.
	GENTLE SCRUB PLUS	  	Registered	  	113301	  	Jun 18, 2008	  	California, U.S.	  	Unisource Worldwide, Inc.
	GUARD ALL	  	Registered	  	102282	  	Mar 5, 1997	  	California, U.S.	  	Unisource Worldwide, Inc.
	JOHN	  	Registered	  	56084	  	Apr 29, 1977	  	California, U.S.	  	Unisource Worldwide, Inc.
	LEM.O.QUAT	  	Registered	  	100584	  	Oct 23, 1995	  	California, U.S.	  	Unisource Worldwide, Inc.
	MALGON	  	Registered	  	100145	  	Jun 2, 1995	  	California, U.S.	  	Unisource Worldwide, Inc.


  
 37 









											
	 Trademark
	  	 Current Status
	  	 Registration

Number
	  	 Registration

Date
	  	 Jurisdiction
	  	 Owner

	MINT-O-QUAT	  	Registered	  	100585	  	Oct 23, 1995	  	California, U.S.	  	Unisource Worldwide, Inc.
	NICE ‘N’ SOFT	  	Registered	  	56086	  	Apr 29, 1977	  	California, U.S.	  	Unisource Worldwide, Inc.
	ONE COAT	  	Registered	  	55417	  	Dec 7, 1976	  	California, U.S.	  	Unisource Worldwide, Inc.
	PINE-O-QUAT	  	Registered	  	100582	  	Oct 23, 1995	  	California, U.S.	  	Unisource Worldwide, Inc.
	PINK VELVET	  	Registered	  	55418	  	Dec 7, 1976	  	California, U.S.	  	Unisource Worldwide, Inc.
	REBOUND	  	Registered	  	78037	  	Aug 1, 1985	  	California, U.S.	  	Unisource Worldwide, Inc.
	RIM	  	Registered	  	56082	  	Apr 29, 1977	  	California, U.S.	  	Unisource Worldwide, Inc.
	SANI-BRITE	  	Registered	  	102359	  	Mar 25, 1997	  	California, U.S.	  	Unisource Worldwide, Inc.
	SANI-SORB BITS	  	Registered	  	56085	  	Apr 29, 1977	  	California, U.S.	  	Unisource Worldwide, Inc.
	SCUM CLEAN	  	Registered	  	102278	  	Mar 5, 1997	  	California, U.S.	  	Unisource Worldwide, Inc.
	SEPTOPHENE	  	Registered	  	55419	  	Dec 7, 1976	  	California, U.S.	  	Unisource Worldwide, Inc.

 xpedx 

Registered Trademarks 

United States Trademarks 
  

															
	 Trademark
	  	 Appl. #
	  	 Status
	  	 Reg. #
	  	 File

Date
	  	 Reg.

Date
	  	 Jurisdiction
	  	 Owner

	3-D box design (Fidelity Container)	  	73/144274	  	Registered	  	1107248	  	11-Oct-1977	  	28-Nov-1978	  	United States	  	xpedx, LLC
	AIRWAVES	  	77/528983	  	Registered	  	3729393	  	23-Jul-2008	  	22-Dec-2009	  	United States	  	xpedx, LLC
	ARVEY	  	77/551166	  	Registered	  	3580436	  	20-Aug-2008	  	24-Feb-2009	  	United States	  	xpedx, LLC
	BALBOA	  	73/566693	  	Registered	  	1395689	  	4-Nov-1985	  	3-Jun-1986	  	United States	  	xpedx, LLC


  
 38 









															
	 Trademark
	  	 Appl. #
	  	 Status
	  	 Reg. #
	  	 File

Date
	  	 Reg.

Date
	  	 Jurisdiction
	  	 Owner

	BEYOND DISTRIBUTION	  	85/022701	  	Registered	  	4035835	  	26-Apr-2010	  	4-Oct-2011	  	United States	  	xpedx, LLC
	BULKLEY DUNTON	  	77/533608	  	Registered	  	3580382	  	29-Jul-2008	  	24-Feb-2009	  	United States	  	xpedx, LLC
	CENTRAL LEWMAR	  	77/420699	  	Registered	  	3790702	  	13-Mar-2008	  	18-May-2010	  	United States	  	xpedx, LLC
	CENTRAL MARQUARDT	  	77/678964	  	Registered	  	3948301	  	26-Feb-2009	  	19-Apr-2011	  	United States	  	xpedx, LLC
	COPY CALIFORNIA & design	  	77/449242	  	Registered	  	3677396	  	16-Apr-2008	  	1-Sep-2009	  	United States	  	xpedx, LLC
	DISCOVER	  	77/318920	  	Registered	  	3457602	  	1-Nov-2007	  	1-Jul-2008	  	United States	  	xpedx, LLC
	DISTRIBUTION EXCELLENCE	  	85/539657	  	Registered	  	4348260	  	12-Feb-2012	  	4-Jun-2013	  	United States	  	xpedx, LLC
	ENDURANCE	  	78/919592	  	Registered	  	3304713	  	29-Jun-2006	  	2-Oct-2007	  	United States	  	xpedx, LLC
	GLOBAL REACH. LOCAL EXPERTISE.	  	85/418506	  	Registered	  	4343238	  	9-Sep-2011	  	28-May-2013	  	United States	  	xpedx, LLC
	HEALTHCARE FACILITY ADVISOR	  	85/7669196	  	Registered	  	4303089	  	1-Nov-2012	  	12-Mar-2013	  	United States	  	xpedx, LLC
	HEALTHY BUILDINGS. HEALTHY PEOPLE.	  	85/022714	  	Registered	  	3963409	  	26-Apr-2010	  	17-May-2011	  	United States	  	xpedx, LLC
	HEALTHY CAMPUS. HEALTHY STUDENTS.	  	85/022722	  	Registered	  	3959599	  	26-Apr-2010	  	10-May-2011	  	United States	  	xpedx, LLC
	HEALTHY FACILITY. HEALTHY PEOPLE.	  	85/71616	  	Registered	  	4342682	  	5-Nov-2012	  	28-May-2013	  	United States	  	xpedx, LLC
	IF IT’S PAPER	  	77/551171	  	Registered	  	3580437	  	20-Aug-2008	  	24-Feb-2009	  	United States	  	xpedx, LLC
	JEFFERSON	  	73/628435	  	Registered	  	1435118	  	4-Nov-1986	  	31-Mar-1987	  	United States	  	xpedx, LLC
	JET TASK	  	85/704161	  	Registered	  	4289172	  	15-Aug-2012	  	12-Feb-2013	  	United States	  	xpedx, LLC
	KEEPS ON RUNNING	  	78/505722	  	Registered	  	3245386	  	26-Oct-2004	  	22-May-2007	  	United States	  	xpedx, LLC
	KNOW TO GROW	  	85/305756	  	Registered	  	4250803	  	27-Apr-2011	  	27-Nov-2012	  	United States	  	xpedx, LLC
	Making Not-for-Resale Good for Retail	  	78/433612	  	Registered	  	3074601	  	11-Jun-2004	  	28-Mar-2006	  	United States	  	xpedx, LLC
	MATRIX	  	74/312524	  	Registered	  	1772970	  	10-Sep-1992	  	25-May-1993	  	United States	  	xpedx, LLC
	MATRIX & design	  	73/685618	  	Registered	  	1491118	  	11-Sep-1987	  	7-Jun-1988	  	United States	  	xpedx, LLC


  
 39 









															
	 Trademark
	  	 Appl. #
	  	 Status
	  	 Reg. #
	  	 File

Date
	  	 Reg.

Date
	  	 Jurisdiction
	  	 Owner

	MSDSONFILE	  	78/919569	  	Registered	  	3383619	  	29-Jun-2006	  	12-Feb-2008	  	United States	  	xpedx, LLC
	NATIONWIDE PAPERS	  	78/278452	  	Registered (but not maintained)	  	2865197	  	24-Jul-2003	  	20-Jul-2004	  	United States	  	xpedx, LLC
	PACKAGING EXPERTISE	  	85/022707	  	Registered	  	4068078	  	26-Apr-2010	  	6-Dec-2011	  	United States	  	xpedx, LLC
	PARK AVENUE	  	75/359069	  	Registered	  	2287030	  	18-Sep-1997	  	19-Oct-1999	  	United States	  	xpedx, LLC
	PLAN TO GROW	  	85/523778	  	Registered	  	4427081	  	24-Jan-2012	  	19-Nov-2013	  	United States	  	xpedx, LLC
	PREPSCHOOL	  	78/517685	  	Registered (but not used)	  	3254138	  	16-Nov-2004	  	19-Jun-2007	  	United States	  	xpedx, LLC
	PROCESS FOR PROFIT	  	85/461116	  	Registered	  	4121986	  	25-Aug-2010	  	3-Apr-2012	  	United States	  	xpedx, LLC
	REDISTRIBUTING SUCCESS	  	77/533294	  	Registered	  	3580379	  	29-Jul-2008	  	24-Feb-2009	  	United States	  	xpedx, LLC
	REGENCY	  	73/267111	  	Registered	  	1194567	  	20-Jun-1980	  	4-May-1982	  	United States	  	xpedx, LLC
	REGENCY	  	74/576634	  	Registered	  	2044282	  	22-Sep-1994	  	11-Mar-1997	  	United States	  	xpedx, LLC
	RELIABLE	  	74/434346	  	Registered	  	1857660	  	9-Sep-1993	  	11-Oct-1994	  	United States	  	xpedx, LLC
	RELIABLE	  	75/406663	  	Registered	  	2258069	  	17-Dec-1997	  	29-Jun-1999	  	United States	  	xpedx, LLC
	RESPONSIBLE EFFORTS SUSTAINABLE RESULTS	  	85/308027	  	Registered	  	4090175	  	29-Apr-2011	  	24-Jan-2012	  	United States	  	xpedx, LLC
	ROOM TO GROW	  	85/305815	  	Registered	  	4250804	  	27-Apr-2011	  	27-Nov-2012	  	United States	  	xpedx, LLC
	SAALFELD	  	77/533249	  	Registered	  	3662836	  	29-Jul-2008	  	4-Aug-2009	  	United States	  	xpedx, LLC
	SAALFELD REDISTRIBUTION	  	78/121036	  	Registered	  	2721432	  	11-Apr-2002	  	3-Jun-2003	  	United States	  	xpedx, LLC
	SAALFELD & logo	  	77/533278	  	Registered	  	3580378	  	29-Jul-2008	  	24-Feb-2009	  	United States	  	xpedx, LLC
	SELECT SUPPLIES	  	77/389661	  	Registered	  	3613484	  	6-Feb-2008	  	28-Apr-2009	  	United States	  	xpedx, LLC
	SEVILLE	  	75/103700	  	Registered	  	2126228	  	14-May-1996	  	30-Dec-1997	  	United States	  	xpedx, LLC
	SPRING GROVE	  	77/891106	  	Registered	  	3821616	  	11-Dec-2009	  	20-Jul-2010	  	United States	  	xpedx, LLC
	SPRING GROVE	  	85/126694	  	Registered	  	4180018	  	10-Sep-2010	  	24-Jul-2012	  	United States	  	xpedx, LLC
	STRATEGIC PAPER GROUP	  	77/420879	  	Registered	  	3793721	  	13-Mar-2008	  	25-May-2010	  	United States	  	xpedx, LLC
	TOWER	  	77/421100	  	Registered	  	3815010	  	13-Mar-2008	  	6-Jul-2010	  	United States	  	xpedx, LLC


  
 40 









															
	 Trademark
	  	 Appl. #
	  	 Status
	  	 Reg. #
	  	 File

Date
	  	 Reg.

Date
	  	 Jurisdiction
	  	 Owner

	TOWER	  	77/421128	  	Registered	  	3815011	  	13-Mar-2008	  	6-Jul-2010	  	United States	  	xpedx, LLC
	TUFFLEX	  	73/729823	  	Registered	  	1559007	  	20-May-1988	  	3-Oct-1989	  	United States	  	xpedx, LLC
	TUFFLEX	  	78/092357	  	Registered	  	2931532	  	8-Nov-2001	  	8-Mar-2005	  	United States	  	xpedx, LLC
	VAST	  	78/844306	  	Registered	  	3459556	  	23-Mar-2006	  	1-Jul-2008	  	United States	  	xpedx, LLC
	VECTOR	  	77/192790	  	Registered	  	3603233	  	30-May-2007	  	7-Apr-2009	  	United States	  	xpedx, LLC
	WHITEMAN TOWER	  	77/420925	  	Registered	  	3796254	  	13-Mar-2008	  	1-Jun-2010	  	United States	  	xpedx, LLC
	xpedx	  	75/338647	  	Registered	  	2302556	  	11-Aug-1997	  	21-Dec-1999	  	United States	  	xpedx, LLC
	xpedx	  	77/148115	  	Registered	  	3544289	  	4-Apr-2007	  	9-Dec-2008	  	United States	  	xpedx, LLC
	xpedx (stylized)	  	75/385302	  	Registered	  	2366730	  	3-Nov-1997	  	11-Jul-2000	  	United States	  	xpedx, LLC
	xpedx (stylized)	  	77/148101	  	Registered	  	3544739	  	4-Apr-2007	  	30-Dec-2008	  	United States	  	xpedx, LLC
	xpedx (stylized)	  	77/192826	  	Registered	  	3544371	  	30-May-2007	  	9-Dec-2008	  	United States	  	xpedx, LLC
	xpedx.com & circle design	  	77/192871	  	Registered	  	3550962	  	30-May-2007	  	23-Dec-2008	  	United States	  	xpedx, LLC
	Z ZELLERBACH (design)	  	78/152601	  	Registered	  	2879118	  	9-Aug-2002	  	31-Aug-2004	  	United States	  	xpedx, LLC
	ZELLERBACH	  	73/761563	  	Registered	  	1554218	  	2-Nov-1988	  	29-Aug-1989	  	United States	  	xpedx, LLC

 State Trademarks 
  

															
	 Trademark
	  	 Appl. #
	  	 Status
	  	 Reg. #
	  	 File

Date
	  	 Reg. Date
	  	 Jurisdiction
	  	 Owner

	SAALFELD REDISTRIBUTION COMPANY	  		  	Registered (as a trade name)	  	10688500	  		  	29-Feb-2004	  	State of North Dakota	  	xpedx, LLC
	SAALFELD REDISTRIBUTION COMPANY	  		  	Registered (as a trade name)	  	2004-462658	  		  	25-Feb-2004	  	State of Wyoming	  	xpedx, LLC
	xpedx	  		  	Registered (as a trade name)	  	10073389	  		  	06-Jul-2005	  	State of Nebraska	  	xpedx, LLC
	xpedx	  		  	Registered (as a trade name)	  	13228300	  		  	27-Mar-2003	  	State of North Dakota	  	xpedx, LLC
	ZELLERBACH	  		  	Registered (as a trade name)	  	2005-00494725	  		  	16-Jun-2005	  	State of Wyoming	  	xpedx, LLC


  
 41 








 Trademark Applications 

United States Trademarks 
  

															
	 Trademark
	  	 Appl. #
	  	 Status
	  	 Reg. #
	  	 File Date
	  	 Reg. Date
	  	 Jurisdiction
	  	 Owner

	BE WELL	  	86/104420	  	Pending	  		  	29-Oct-2013	  		  	United States	  	xpedx, LLC
	MAKE PRINT HAPPEN	  	86/104384	  	Pending	  		  	29-Oct-2013	  		  	United States	  	xpedx, LLC
	RELIABLE	  	86/094165	  	Pending	  		  	17-Oct-2013	  		  	United States	  	xpedx, LLC
	RELIABLE	  	86/162553	  	Pending	  		  	10-Jan-2014	  		  	United States	  	xpedx, LLC
	SPRING GROVE	  	86/158869	  	Pending	  		  	7-Jan-2014	  		  	United States	  	xpedx, LLC
	TUFFLEX	  	86/104464	  	Pending	  		  	29-Oct-2013	  		  	United States	  	xpedx, LLC
	WHAT TO GROW	  	85/733016	  	Pending	  		  	19-Sep-2012	  		  	United States	  	xpedx, LLC
	VERITIV	  	86/281798	  	Pending	  		  	15-May-2014	  		  	United States	  	xpedx, LLC
	VERITIV	  	86/281807	  	Pending	  		  	15-May-2014	  		  	United States	  	xpedx, LLC
	VERITIV	  	86/281822	  	Pending	  		  	15-May-2014	  		  	United States	  	xpedx, LLC
	VERITIV	  	86/281828	  	Pending	  		  	15-May-2014	  		  	United States	  	xpedx, LLC
	VERITIV	  	86/281833	  	Pending	  		  	15-May-2014	  		  	United States	  	xpedx, LLC
	VERITIV	  	86/281841	  	Pending	  		  	15-May-2014	  		  	United States	  	xpedx, LLC
	VERITIV	  	86/281849	  	Pending	  		  	15-May-2014	  		  	United States	  	xpedx, LLC
	VERITIV	  	86/281853	  	Pending	  		  	15-May-2014	  		  	United States	  	xpedx, LLC

 Common Law Trademarks 
  


															
	 Trademark
	  	 Appl. #
	  	 Status
	  	 Reg. #
	  	 File Date
	  	 Reg. Date
	  	 Jurisdiction
	  	 Owner

	MAKING BUSINESS BETTER	  		  	Common Law	  		  		  		  	United States	  	xpedx, LLC
	PACKAGE DESIGN AND ENGINEERING	  		  	Common Law	  		  		  		  	United States	  	xpedx, LLC
	SHOWCASE	  		  	Common Law	  		  		  		  	United States	  	xpedx, LLC
	THE PERFECT ORDER	  		  	Common Law	  		  		  		  	United States	  	xpedx, LLC


  
 42 









	3.	Copyrights 

 Unisource Worldwide, Inc. 

 

									
	 Country
	  	 Title
	  	 Registration

No.
	  	 Registration

Date
	  	 Current Owner

	U.S.	  	Our destination : deliver the best value every time	  	TX0006505943	  	9/5/2006	  	Unisource Worldwide, Inc.
	U.S.	  	Unisource transportation expense and asset management system (TEAM)	  	Txu001110740	  	5/22/2003	  	Unisource Worldwide, Inc.
	U.S.	  	Unisource ... annual report	  	TX0004443349	  	1/2/1997	  	Unisource Worldwide, Inc.
	U.S.	  	SMART program : source code	  	TXu000754655	  	8/15/1996	  	Unisource Worldwide, Inc.
	U.S.	  	Dashboard measurements : owner’s manual for operational excellence	  	TXu001029956	  	6/11/2001	  	Unisource Worldwide, Inc.
	U.S.	  	INTEG.PRG / O. Palumbo, Jr., & R. Milazzo	  	TX0004786394	  	4/27/1998	  	Unisource Worldwide, Inc.
	U.S.	  	Welcome to Unisource Worldwide, Inc.	  	TX0004688089	  	12/23/1997	  	Unisource Worldwide, Inc.
	U.S.	  	Websource web finder.	  	TXu000239444	  	5/19/1986	  	Paper Corporation of America*
	U.S.	  	RourkeEno direct connect.	  	TX0003470690	  	7/6/1992	  	Paper Corporation of America*
	U.S.	  	Dictionary of graphic arts terms / [compiled and designed by Kathleen M. Jackson].	  	TX0001832041	  	3/18/1986	  	Paper Corporation of America*

  

	*	To be updated in U.S. Copyright Office. Paper Corporation of America is a prior name of Unisource Worldwide, Inc. 


xpedx 
  

											
	 Country
	  	 Title
	  	 Registration

No.
	  	 Registration

Date
	  	 Publication Date/ Year of
Creation
	  	 Owner

	U.S.	  	xpedx Supplier Scorecard Analysis	  	TX0007543216	  	5/21/2012	  	3/31/2012	  	xpedx, LLC
	U.S.	  	xpedx Supplier Sustainability Report	  	TX0007543219	  	5/21/2012	  	3/31/2012	  	xpedx, LLC


  
 43 








 Material Registered Patent, Copyright, and Trademark Licenses 

 

	1.	Material Patent Licenses 

 Unisource Worldwide, Inc. 

 

	•	 	Amended and Restated License Agreement dated August 1, 2012 between Smart Planet Technologies, Inc. and Unisource Worldwide, Inc. regarding use of EarthBoard and related marks and patented technology.


  

	•	 	Sublicense Agreement dated May 21, 2012 between Quickbox, LLC and Unisource Worldwide, Inc. regarding use of certain patent rights. 


 

	•	 	Patent License Agreement dated September 1, 2011 between Webvention LLC and Unisource Worldwide, Inc. regarding use of certain patent rights. 


 

	•	 	Settlement & License Agreement dated August 23, 2001 between Georgia-Pacific Corporation and Lemelson Medical, Education and Research Foundation Limited Partnership (“Lemelson”) wherein
Georgia-Pacific Corporation has a non-exclusive license agreement with Lemelson covering use of “machine version” and “auto identification” equipment. The agreement permits Georgia-Pacific Corporation to provide rights to
entities it divests. 

  

	•	 	Patent Sublicense Agreement dated November 2002 between Unisource Worldwide, Inc. and Georgia-Pacific Corporation regarding sublicense of Lemelson Medical, Education and Research Foundation Limited Partnership U.S.
patents covering use of “machine vision” and “auto identification” equipment. 

  

	•	 	Patent Settlement Agreement dated June 22, 2012 between Lantech.com, LLC, Arpac, L.P. and Unisource Worldwide, Inc. regarding infringement of Lantech patents on certain stretch wrapping-related devices.


  

	•	 	License Agreement dated January 1, 2004 between Unisource Worldwide, Inc. and Unisource Canada, Inc. regarding intercompany license of intellectual property rights. 


xpedx 
 None. 

 

	2.	Material Trademark Licenses 

 Unisource Worldwide, Inc. 

 

	•	 	Letter of Understanding dated May 20, 2013 between Domtar and Unisource regarding Whitehall brand. 

  

	•	 	Letter of Understanding dated May 20, 2013 between Domtar and Unisource regarding Starbrite Opaque brand. 

  

	•	 	License Agreement dated August 30, 2011 between TerraChoice Group Inc. and Unisource Worldwide, Inc. regarding use of EcoLogo marks on certain products. 


  
 44 









	•	 	Various private brand supplier agreements in which Unisource contracts for the manufacture of products bearing Unisource trademarks. 


 

	•	 	Other agreements related to third party certification marks used in connection with certain products – i.e., FSC. 

  

	•	 	Trademark Agreement dated May 6, 2005 between Buckeye International, Inc. and Unisource Worldwide, Inc. regarding phase out of LIBERATE by Unisource Worldwide, Inc. for use with a degreaser product.


  

	•	 	Consent Agreement dated as of April 27, 2005 among BRT, Inc., Unisource Worldwide, Inc., Unisource Canada, Inc. and Nordic Paper AS limiting use of NORDICPAPER by Nordic Paper AS for grease proof paper products,
and related notice dated June 2, 2005 from the United States Patent and Trademark Office. 

  

	•	 	Settlement agreement dated October 26, 1999 between BRT, Inc. and Grupo Unisource et al. pertaining to title and use of the mark UNISOURCE, wherein Grupo Unisource ceased using the mark. 


 

	•	 	Settlement Agreement dated March 26, 1999 between Unisource Worldwide, Inc. et al. and Unisource Business Products, Inc. (“UBP”) et al. concerning UBP’s use of the mark UNISOURCE. 


 

	•	 	Settlement Agreement dated November 12, 1998 between Ashland Chemicals Co. (“Ashland”) and Unisource Worldwide, Inc. and BRT, Inc. concerning Ashland’s use of ONE SOURCE, MANY SOLUTIONS.


  

	•	 	Agreement dated August 3, 1994 between Unisource Inc. (“UI”) and Unisource Worldwide, Inc. (“UWW”) corresponding to a preliminary injunction granted in Cause No. 94-CV-01235 (USDC E.
Missouri) to UWW against UI ordering UI to cease use of the name UNISOURCE. 

  

	•	 	Final Judgment Upon Consent dated April 17, 2000 permanently enjoining David Pressley d/b/a Paperplus from further use of “www.paperplus.com” website. 


 

	•	 	License Agreement dated January 1, 2004 between Unisource Worldwide, Inc. and Unisource Canada, Inc. regarding intercompany license of intellectual property rights. 


xpedx 
  

	•	 	Exclusive license of ARVEY trademark and arveystores.com and arveystores.net domain names to TJMJ, Inc. 

  

	3.	Material Copyright Licenses 

 Unisource Worldwide, Inc. 

 

	•	 	Letter Agreement between Georgia-Pacific Corporation and Unisource Worldwide, Inc., dated February 25, 2005 regarding use of copyrighted materials known as the Leased Systems Cost and Use Calculator.



  
 45 









	•	 	Source Code License Agreement dated June 8, 2006 between Unisource Worldwide, Inc. and Syngistix, Inc. (for purchase of customized source code to SFD/Unibuy warehouse management application). 


 

	•	 	Source Code License Option Exercise and Transition Services Agreement effective February 12, 2013 between Unisource and Donachie Fenton & Associates, Inc. (for purchase of customized source code to the
DLOC+/WMS warehouse management application). 

  

	•	 	Oracle Corp., Software License and Services Agreement dated June 26, 1997 (as amended and supplemented via ordering documents) for Oracle Database Enterprise Edition, Partitioning, and Discoverer Desktop Edition,
and Hyperion (ERP). 

  

	•	 	Salesforce.com, Inc. - Master Subscription Agreement effective February 1, 2009, as amended and supplemented via ordering documents). 


 

	•	 	License Agreement dated January 1, 2004 between Unisource Worldwide, Inc. and Unisource Canada, Inc. regarding intercompany license of intellectual property rights. 


 

	•	 	Microsoft Enterprise Agreement, Enterprise Enrollment (Direct), and Enterprise Amendment, effective February 1, 2013, agreement number E1936030. 


xpedx 
 None. 

  
 46 








 Schedule 6 

Commercial Tort Claims 
 None. 

  
 47 








 Schedule 7 

Letter-of-Credit Rights 
 None. 

  
 1 








 Annex 1 to 

U.S. Guarantee and Collateral Agreement 

ACKNOWLEDGEMENT AND CONSENT2 

The undersigned hereby acknowledges receipt of a copy of the U.S. Guarantee and Collateral Agreement, dated as of July [—], 2014 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the ABL Credit Agreement referred to
therein, as the case may be), made by the U.S. Granting Parties party thereto in favor of Bank of America, N.A., as Administrative Agent and ABL Collateral Agent. The undersigned agrees for the benefit of the Administrative Agent and the Lenders as
follows: 
 The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will
comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. 
 The undersigned will notify the ABL
Collateral Agent promptly in writing of the occurrence of any of the events described in subsection 5.3.1 of the Agreement. 
 The
terms of subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to subsection 6.3(c) or 6.7 of the Agreement. 

 

			
	[NAME OF ISSUER]
		
	By:	 	  

		 	Name:
		 	Title:
	
	Address for Notices:
	
	  

	  

	  



  

	2 	This consent is necessary only with respect to any Issuer that is not also a U.S. Granting Party. 


  
 Annex 1-1 








 Annex 2 to 

U.S. Guarantee and Collateral Agreement 

ASSUMPTION AGREEMENT 

ASSUMPTION AGREEMENT, dated as of [            ] [    ],
20[    ], made by
[                                        ], a
[                    ] corporation (the “Additional U.S. Granting Party”), in favor of BANK OF AMERICA, N.A., as collateral agent
(in such capacity, the “ABL Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time party to the ABL Credit
Agreement referred to below and the other Secured Parties (as defined in the U.S. Guarantee and Collateral Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such U.S. Guarantee and Collateral Agreement
referred to below, or if not defined therein, in the ABL Credit Agreement. 
 W I T N E S S
E T H: 
 WHEREAS, XPEDX INTERMEDIATE, LLC, a Delaware limited liability company (together with its successors and
assigns, the “Parent Borrower”), XPEDX, LLC, a New York limited liability company, the several banks and other financial institutions from time to time party thereto (the “Lenders”), the Administrative Agent, the
ABL Collateral Agent, and the other parties thereto are parties to an ABL Credit Agreement, dated as of July [—], 2014 (as amended, supplemented, waived or otherwise modified from time to time, the
“ABL Credit Agreement”); 
 WHEREAS, in connection with the ABL Credit Agreement, VERITIV CORPORATION, a Delaware
corporation (“Holding”), the Parent Borrower, and certain of the Parent Borrower’s Subsidiaries are, or are to become, parties to the U.S. Guarantee and Collateral Agreement, dated as of July [—], 2014 (as amended, supplemented, waived or otherwise modified from time to time, the “U.S. Guarantee and Collateral Agreement”), in favor of the ABL Collateral Agent, for the benefit
of the Secured Parties (as defined in the U.S. Guarantee and Collateral Agreement); 
 WHEREAS, the Additional U.S. Granting Party is a
member of an affiliated group of companies that includes the Parent Borrower and each other U.S. Granting Party; the proceeds of the extensions of credit under the ABL Credit Agreement will be used in part to enable the Parent Borrower to make
valuable transfers to one or more of the other U.S. Granting Parties (including the Additional U.S. Granting Party) in connection with the operation of their respective businesses; and the Parent Borrower and the other U.S. Granting Parties
(including the Additional U.S. Granting Party) are engaged in related businesses, and each such U.S. Granting Party (including the Additional U.S. Granting Party) will derive substantial direct and indirect benefit from the making of the extensions
of credit under the ABL Credit Agreement; 
 WHEREAS, the ABL Credit Agreement requires the Additional U.S. Granting Party to become a party
to the U.S. Guarantee and Collateral Agreement; and 
 WHEREAS, the Additional U.S. Granting Party has agreed to execute and deliver this
Assumption Agreement in order to become a party to the U.S. Guarantee and Collateral Agreement; 

  
 Annex 2-1 








 NOW, THEREFORE, IT IS AGREED: 

1. U.S. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional U.S. Granting Party,
as provided in subsection 9.15 of the U.S. Guarantee and Collateral Agreement, hereby becomes a party to the U.S. Guarantee and Collateral Agreement as a U.S. Granting Party thereunder with the same force and effect as if originally named therein as
a [U.S. Guarantor] [U.S. Grantor and U.S. Pledgor] [and U.S. Grantor] [and U.S. Pledgor]3 and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and
liabilities of a [U.S. Guarantor] [U.S. Grantor and U.S. Pledgor] [and U.S. Grantor] [and U.S. Pledgor]4 thereunder. The information set forth in Annex 1-A hereto is hereby added to the
information set forth in Schedules [                    ] to the U.S. Guarantee and Collateral Agreement, and such Schedules are hereby amended and
modified to include such information. The Additional U.S. Granting Party hereby represents and warrants that each of the representations and warranties of such Additional U.S. Granting Party, in its capacities as a [U.S. Guarantor] [U.S. Grantor and
U.S. Pledgor] [and U.S. Grantor] [and U.S. Pledgor],5 contained in Section 4 of the U.S. Guarantee and Collateral Agreement is true and correct in all material respects on and as the date
hereof (after giving effect to this Assumption Agreement) as if made on and as of such date. Each Additional U.S. Granting Party hereby grants, as and to the same extent as provided in the U.S. Guarantee and Collateral Agreement, to the ABL
Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in the [Collateral (as such term is defined in subsection 3.1 of the U.S. Guarantee and Collateral Agreement) of such Additional U.S. Granting Party] [and] [the
Pledged Collateral (as such term is defined in the U.S. Guarantee and Collateral Agreement) of such Additional U.S. Granting Party, except as provided in subsection 3.3 of the U.S. Guarantee and Collateral Agreement]. 

2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIM OR
CONTROVERSY RELATING HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT
MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 
  

	3 	Indicate the capacities in which the Additional U.S. Granting Party is becoming a U.S. Grantor. 


	4 	Indicate the capacities in which the Additional U.S. Granting Party is becoming a U.S. Grantor. 


	5 	Indicate the capacities in which the Additional U.S. Granting Party is becoming a U.S. Grantor. 


  
 Annex 2-2 








 IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and
delivered as of the date first above written. 
  

			
	 [ADDITIONAL U.S. GRANTING PARTY]

		
	By:	 	  

		 	Name:
		 	Title:


  

			
	Acknowledged and Agreed to as of the date hereof by:
	
	 BANK OF AMERICA, N.A.,
 as ABL
Collateral Agent and Administrative Agent

		
	By:	 	  

		 	Name:
		 	Title:


  
 Annex 2-3 








 Annex 3 to 

U.S. Guarantee and Collateral Agreement 

SUPPLEMENTAL AGREEMENT 

SUPPLEMENTAL AGREEMENT, dated as of [            ] [    ],
20[    ], made by
[                                        ], a
[                    ] corporation (the “Additional U.S. Pledgor”), in favor of BANK OF AMERICA, N.A., as collateral agent (in such
capacity, the “ABL Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time party to the ABL Credit Agreement
referred to below and the other Secured Parties (as defined in the U.S. Guarantee and Collateral Agreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such U.S. Guarantee and Collateral Agreement referred to
below, or if not defined therein, in the ABL Credit Agreement. 
 W I T N E S S E
T H: 
 WHEREAS, XPEDX INTERMEDIATE, LLC a Delaware limited liability company (together with its successors and assigns, the
“Parent Borrower”), XPEDX, LLC, a New York limited liability company, the several banks and other financial institutions from time to time party thereto (the “Lenders”), the Administrative Agent, the Collateral
Agent, and the other parties thereto are parties to an ABL Credit Agreement, dated as of July [—], 2014 (as amended, supplemented, waived or otherwise modified from time to time, the “ABL
Credit Agreement”); 
 WHEREAS, in connection with the ABL Credit Agreement, VERITIV CORPORATION, a Delaware corporation
(“Holding”), the Parent Borrower and certain of the Parent Borrower’s Subsidiaries are, or are to become, parties to the U.S. Guarantee and Collateral Agreement, dated as of July
[—], 2014 (as amended, supplemented, waived or otherwise modified from time to time, the “U.S. Guarantee and Collateral Agreement”), in favor of the ABL Collateral Agent, for the
benefit of the Secured Parties (as defined in the U.S. Guarantee and Collateral Agreement); 
 WHEREAS, the ABL Credit Agreement requires
the Additional U.S. Pledgor to become a U.S. Pledgor under the U.S. Guarantee and Collateral Agreement with respect to Capital Stock of certain new Subsidiaries of the Additional U.S. Pledgor; and 

WHEREAS, the Additional U.S. Pledgor has agreed to execute and deliver this Supplemental Agreement in order to become such a U.S. Pledgor
under the U.S. Guarantee and Collateral Agreement; 
 NOW, THEREFORE, IT IS AGREED: 

1. U.S. Guarantee and Collateral Agreement. By executing and delivering this Supplemental Agreement, the Additional U.S. Pledgor, as
provided in subsection 9.15 of the U.S. Guarantee and Collateral Agreement, hereby becomes a U.S. Pledgor under the U.S. Guarantee and Collateral Agreement with respect to the shares of Capital Stock of the Subsidiary of the Additional U.S. Pledgor
listed in Annex 1-A hereto, and will be bound by all terms, conditions and duties applicable to a U.S. Pledgor under the U.S. Guarantee and Collateral Agreement, as a U.S. Pledgor thereunder. The information set forth in Annex 1-A
hereto is hereby added to the information set forth in Schedule 2 to the U.S. Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. 

  
 1-A-1 to Annex 3 








 2. GOVERNING LAW. THIS SUPPLEMENTAL AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER AND ANY CLAIM OR CONTROVERSY RELATING HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE
EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 

  
 1-A-2 to Annex 3 








 IN WITNESS WHEREOF, the undersigned has caused this Supplemental Agreement to be duly executed
and delivered as of the date first above written. 
  

			
	[ADDITIONAL U.S. PLEDGOR]
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	 Acknowledged and Agreed to as of the date hereof by:
  

BANK OF AMERICA, N.A.,
 as ABL Collateral Agent and Administrative
Agent

		
	By:	 	  

		 	Name:
		 	Title:


  
 1-A-3 to Annex 3 








 Annex 4 to 

U.S. Guarantee and Collateral Agreement 

JOINDER AND RELEASE 

JOINDER AND RELEASE, dated as of [                 ],
[        ] (this “Joinder”) by and among [                    ]
(“Assignor”), [                    ] (“Assignee”) and BANK OF AMERICA, N.A., as collateral agent (in such capacity,
the “ABL Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to
below and for the other Secured Parties (as defined below). All capitalized terms not defined herein shall have the meanings ascribed to them in the U.S. Guarantee and Collateral Agreement referred to below. 

W I T N E S S E T H: 

WHEREAS, XPEDX INTERMEDIATE, LLC a Delaware limited liability company (together with its successors and assigns, the “Parent
Borrower”), XPEDX, LLC, a New York limited liability company (together with its successors and assigns, the “OpCo Borrower”), the several banks and other financial institutions from time to time party thereto (the
“Lenders”), the Administrative Agent, the ABL Collateral Agent, and the other parties thereto are parties to an ABL Credit Agreement, dated as of July [—], 2014 (as amended,
supplemented, waived or otherwise modified from time to time, the “ABL Credit Agreement”); 
 WHEREAS, in connection with
the ABL Credit Agreement, Assignor (as the direct parent of the Parent Borrower), the Parent Borrower and certain other subsidiaries of the Parent Borrower entered into the U.S. Guarantee and Collateral Agreement, dated as of July [—], 2014 (the “U.S. Guarantee and Collateral Agreement”) by and among Assignor, the Parent Borrower, certain of the Parent Borrower’s Subsidiaries and the ABL Collateral Agent,
pursuant to which, among other things, they agreed to jointly and severally, unconditionally and irrevocably, guarantee all of the obligations of the Parent Borrower under the ABL Credit Agreement and grant security interests in and pledge property
and assets, including the Pledged Collateral, in favor of the ABL Collateral Agent, for the benefit of the Secured Parties; 
 WHEREAS,
Assignee is acquiring from Assignor all of the Capital Stock of the Parent Borrower; 
 WHEREAS, in connection therewith, subsection 9.16(e)
of the U.S. Guarantee and Collateral Agreement requires Assignee to assume all of the obligations of Assignor under the U.S. Guarantee and Collateral Agreement and the other Loan Documents to which Assignor is a party; and 

WHEREAS, upon the assumption of Assignor’s obligations by Assignee, the Assignor shall be automatically released from its obligations
under the U.S. Guarantee and Collateral Agreement and any other instrument or document furnished pursuant thereto, and pursuant to subsection 9.16(e) of the U.S. Guarantee and Collateral Agreement the ABL Collateral Agent shall, among other things,
take such actions as may be reasonably requested to evidence such release. 

  
 Annex 4-1 








 NOW, THEREFORE, IT IS AGREED: 

 

	4.	By executing and delivering this Joinder, Assignee hereby expressly assumes all of the obligations of Assignor under the U.S. Guarantee and Collateral Agreement and each other Loan Document to which Assignor is a party
and agrees that it will be bound by the provisions of the U.S. Guarantee and Collateral Agreement and such other Loan Documents. Pursuant to subsection 9.16(e) of the U.S. Guarantee and Collateral Agreement, Assignee hereby succeeds to, and is
substituted for, and shall exercise every right and power of, Assignor under the U.S. Guarantee and Collateral Agreement and the other Loan Documents to which Assignor is a party, and shall be thereafter be deemed to be “Holding” for
purposes of the U.S. Guarantee and Collateral Agreement and the other Loan Documents and a “U.S. Guarantor,” “U.S. Granting Party” and “U.S. Pledgor” for purposes of the U.S. Guarantee and Collateral Agreement as if
originally named therein and the Assignor is hereby expressly, irrevocably and unconditionally discharged from all debts, obligations, covenants and agreements under the U.S. Guarantee and Collateral Agreement and the other Loan Documents to which
it is a party. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules [            ] to the U.S. Guarantee and Collateral Agreement,
and such Schedules are hereby amended and modified to include such information. 

  

	5.	The ABL Collateral Agent hereby confirms and acknowledges the release of Assignor from its Guarantee and all other obligations under the U.S. Guarantee and Collateral Agreement and all other obligations thereunder and
under the other Loan Documents. 

  

	6.	The ABL Collateral Agent hereby confirms and acknowledges that the Lien pursuant to the U.S. Guarantee and Collateral Agreement on all Security Collateral of Assignor, and any Lien pursuant to any other Loan Document on
the property or assets of Assignor, has been automatically released. 

  

	7.	Assignee hereby represents and warrants that each of the representations and warranties made by Assignee, in its capacity as a U.S. Guarantor, U.S. Grantor and U.S. Pledgor, in each case solely with respect to the
representations and warranties made by Holding, contained in Section 4 of the U.S. Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Joinder Agreement) as if
made on and as of such date. Assignee hereby grants, as and to the same extent as provided in the U.S. Guarantee and Collateral Agreement, to the ABL Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in the
Pledged Collateral (as such term is defined in the U.S. Guarantee and Collateral Agreement) of Assignee, except as provided in subsection 3.3 of the U.S. Guarantee and Collateral Agreement and with the limitations as applicable to Holding.


  

	8.	GOVERNING LAW. THIS JOINDER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIM OR CONTROVERSY RELATING HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION. 


  
 Annex 4-2 








 IN WITNESS WHEREOF, the undersigned has caused this Joinder to be duly executed and delivered as
of the date first above written. 
  

					
	[ASSIGNOR]
		
	By:	 	  

		 	 Name:

		 	 Title:

	
	[ASSIGNEE]
		
	By:	 	  

		 	 Name:

		 	 Title:

		
		 	Acknowledged and Agreed to as of the date hereof by:
		
		 	 BANK OF AMERICA, N.A.
as ABL Collateral Agent and Administrative Agent

			
		 	By:	 	  

		 		 	Name:
		 		 	Title:



  
 Annex 4-3