EX-10.2





 Exhibit 10.2 

ABL GUARANTEE AND COLLATERAL AGREEMENT, 

dated as of September 30, 2013, 

among 
 CPG MERGER SUB LLC, 

as the initial Borrower, 
 each
other Subsidiary of Holdings 
 identified herein 

and 
 DEUTSCHE BANK AG NEW YORK
BRANCH, 
 as Administrative Agent and Collateral Agent 

Reference is made to the ABL/Term Loan Intercreditor Agreement, dated as of September 30, 2013 (as amended, restated, supplemented or otherwise
modified from time to time, the “ABL/Term Loan Intercreditor Agreement”) among Deutsche Bank AG New York Branch, as administrative agent under the ABL Credit Agreement (the “ABL Administrative Agent”), Barclays Bank PLC, as
administrative agent under the Term Loan Credit Agreement (the “Term Loan Administrative Agent”), the Borrower and the other parties thereto. Notwithstanding anything herein to the contrary, the lien and security interest granted to the
ABL Administrative Agent, for the benefit of the secured parties hereunder, pursuant to this ABL Guarantee and Collateral Agreement (this “Agreement”) and the exercise of any right or remedy by the ABL Administrative Agent hereunder are
subject to the provisions of the ABL/Term Loan Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the ABL/Term Loan Intercreditor Agreement and this Agreement regarding the relative priorities of the
liens granted to the ABL Administrative Agent and the Term Loan Administrative Agent in the collateral, the provisions of the ABL/Term Loan Intercreditor Agreement shall govern and control. 












 TABLE OF CONTENTS 

 
  

							
	 	 	 	  	Page	 
	ARTICLE I DEFINITIONS	  			
	 Section 1.01.
	 	Credit Agreement	  	 	1	 
	 Section 1.02.
	 	Other Defined Terms	  	 	1	 
		
	ARTICLE II GUARANTEE	  			
	 Section 2.01.
	 	Guarantee	  	 	4	 
	 Section 2.02.
	 	Guarantee of Payment	  	 	4	 
	 Section 2.03.
	 	No Limitations, Etc.	  	 	4	 
	 Section 2.04.
	 	Reinstatement	  	 	6	 
	 Section 2.05.
	 	Agreement To Pay; Contribution; Subrogation	  	 	6	 
	 Section 2.06.
	 	Information	  	 	6	 
	 Section 2.07.
	 	Maximum Liability	  	 	7	 
	 Section 2.08.
	 	Taxes	  	 	7	 
	 Section 2.09.
	 	Keepwell	  	 	7	 
		
	ARTICLE III PLEDGE OF SECURITIES	  			
	 Section 3.01.
	 	Pledge	  	 	7	 
	 Section 3.02.
	 	Delivery of the Pledged Collateral	  	 	9	 
	 Section 3.03.
	 	Representations, Warranties and Covenants	  	 	10	 
	 Section 3.04.
	 	Registration in Nominee Name; Denominations	  	 	11	 
	 Section 3.05.
	 	Voting Rights; Dividends and Interest, Etc.	  	 	12	 
		
	ARTICLE IV SECURITY INTERESTS IN OTHER PERSONAL PROPERTY	  			
	 Section 4.01.
	 	Security Interest	  	 	13	 
	 Section 4.02.
	 	Representations and Warranties	  	 	16	 
	 Section 4.03.
	 	Covenants	  	 	18	 
	 Section 4.04.
	 	Other Actions	  	 	20	 
	 Section 4.05.
	 	Covenants Regarding Patent, Trademark and Copyright Collateral	  	 	21	 
	 Section 4.06.
	 	ABL/Term Intercreditor Relations	  	 	22	 
		
	ARTICLE V REMEDIES	  			
	 Section 5.01.
	 	Remedies Upon Default	  	 	22	 
	 Section 5.02.
	 	Application of Proceeds	  	 	24	 
	 Section 5.03.
	 	Securities Act, Etc.	  	 	24	 
		
	ARTICLE VI INDEMNITY, SUBROGATION AND SUBORDINATION	  			
	 Section 6.01.
	 	Indemnity	  	 	25	 
	 Section 6.02.
	 	Contribution and Subrogation	  	 	25	 
	 Section 6.03.
	 	Subordination	  	 	25	 
		
	ARTICLE VII MISCELLANEOUS	  			
	 Section 7.01.
	 	Notices	  	 	26	 
	 Section 7.02.
	 	Security Interest Absolute	  	 	26	 
	 Section 7.03.
	 	Limitation By Law	  	 	26	 
	 Section 7.04.
	 	Binding Effect; Several Agreement	  	 	27	 
	 Section 7.05.
	 	Successors and Assigns	  	 	27	 
	 Section 7.06.
	 	Administrative Agent’s Fees and Expenses; Indemnification	  	 	27	 


  
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	 Section 7.07.
	 	Administrative Agent Appointed Attorney-in-Fact	  	 	27	 
	 Section 7.08.
	 	APPLICABLE LAW	  	 	28	 
	 Section 7.09.
	 	Waivers; Amendment	  	 	28	 
	 Section 7.10.
	 	WAIVER OF JURY TRIAL	  	 	28	 
	 Section 7.11.
	 	Severability	  	 	28	 
	 Section 7.12.
	 	Counterparts	  	 	28	 
	 Section 7.13.
	 	Headings	  	 	28	 
	 Section 7.14.
	 	Jurisdiction; Consent to Service of Process	  	 	29	 
	 Section 7.15.
	 	Termination or Release	  	 	29	 
	 Section 7.16.
	 	Additional Subsidiaries	  	 	30	 

  

			
	Schedules	  	
		
	Schedule I	  	Subsidiary Loan Parties
	Schedule II	  	Pledged Stock; Debt Securities
	Schedule III	  	Intellectual Property
	Schedule IV	  	Filing Jurisdictions
	Schedule V	  	Commercial Tort Claims
	Schedule VI	  	Matters Relating to Accounts and Inventory
	Schedule VII	  	Jurisdictions of Organization, Locations of Chief Executive Offices

  

			
	Exhibits	  	
		
	Exhibit I	  	Form of Supplement to the Guarantee and Collateral Agreement


  
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 ABL GUARANTEE AND COLLATERAL AGREEMENT, dated as of September 30, 2013 (this
“Agreement”), among CPG MERGER SUB LLC, a Delaware limited liability company (prior to the consummation of the Acquisition, the “Borrower”) each other party that becomes a party to this Agreement after the Closing
Date and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as
defined below). 
 Reference is made to the ABL Credit Agreement dated as of September 30, 2013 (as amended, restated, supplemented,
waived or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, and the other
parties thereto. 
 Promptly following consummation of the Acquisition, each of CPG Newco LLC (“Holdings”) and the
Subsidiary Loan Parties shall accede to this Agreement and each other Loan Document (as appropriate) by execution of a joinder, supplement or other form of applicable agreement. 

The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The
obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings, directly or indirectly, owns 100% of the equity interests of the Borrower and, following the
consummation of the Acquisition, the Subsidiary Loan Parties (which at that time shall also be Subsidiaries of the Borrower). The Loan Parties will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit
Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows: 

ARTICLE I 
 DEFINITIONS 

Section 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the respective
meanings assigned thereto in the Credit Agreement. All capitalized terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein. 

(b) The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Agreement. 

Section 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 

“ABL/Term Loan Intercreditor Agreement” shall mean the Intercreditor Agreement, dated as of the date hereof, among the
Administrative Agent, the Term Loan Administrative Agent and the Pledgors. 
 “Account Debtor” shall mean any person who is
or who may become obligated to any Pledgor under, with respect to or on account of an Account. 
 “Article 9 Collateral”
shall have the meaning assigned to such term in Section 4.01. 
 “Collateral” shall mean the collective reference to
Article 9 Collateral and Pledged Collateral. 












 “Control Agreement” shall mean a deposit account control agreement, a
securities account control agreement or a commodity account control agreement, as applicable, which provides the Administrative Agent with “control” (within the meaning of the New York UCC) of any such accounts, in form and substance
reasonably satisfactory to the Administrative Agent. 
 “Copyright License” shall mean any written agreement, now or
hereafter in effect, granting any right to any Pledgor under any Copyright now or hereafter owned by any third party (including, without limitation, any such rights that such Pledgor has the right to license). 

“Copyrights” shall mean all of the following which any Pledgor now or hereafter owns or in which any Pledgor now or hereafter
has an interest (pursuant to a Copyright License or otherwise): (a) all copyright rights in any work subject to the copyright laws of the United States, whether as author, assignee, transferee or otherwise, (b) all registrations and
applications for registration of any such Copyright in the United States, including registrations, supplemental registrations and pending applications for registration in the United States Copyright Office and the right to obtain all renewals
thereof, including those listed on Schedule III, (c) all claims for, and rights to sue for, past or future infringements of any of the foregoing and (d) all income, royalties, damages and payments now or hereafter due and payable with
respect to any of the foregoing, including damages and payments for past or future infringement thereof. 
 “Credit
Agreement” shall have the meaning assigned to such term in the preliminary statement of this Agreement. 
 “Discharge of
Term Loan Claims” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement. 
 “Excluded
Assets” shall have the meaning assigned to such term in Section 4.01. 
 “Excluded Equity Interests” shall
have the meaning assigned to such term in Section 3.01. 
 “Federal Securities Laws” shall have the meaning assigned
to such term in Section 5.03. 
 “Guarantors” shall mean Holdings and the Subsidiary Loan Parties. 

“Intellectual Property” shall mean all intellectual property of every kind and nature which any Pledgor now or hereafter owns
or in which any Pledgor now or hereafter has an interest, including inventions, designs, Patents, Copyrights, Trademarks, trade secrets, domain names, confidential or proprietary technical and business information or
know-how. 
 “Intellectual Property Security Agreement” shall mean a security
agreement in a form reasonably acceptable to the Administrative Agent and the Borrower. 
 “IP Agreements” shall mean all
material Copyright Licenses, Patent Licenses, Trademark Licenses, and all other agreements, relating to the license of any material Intellectual Property to which a Pledgor, now or hereafter, is a party, excluding, in each case, licenses of
commercial business software and non-exclusive licenses of Intellectual Property incidental to the sale or purchase of products or services in the ordinary course of business, and including, without
limitation, the agreements set forth on Schedule III hereto. 
 “New York UCC” shall mean the Uniform Commercial
Code as from time to time in effect in the State of New York. 

  
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 “Patent License” shall mean any written agreement, now or hereafter in
effect, granting to any Pledgor any right to make, use or sell any invention covered by a Patent, now or hereafter owned by any third party (including, without limitation, any such rights that such Pledgor has the right to license). 

“Patents” shall mean all of the following which any Pledgor now or hereafter owns or in which any Pledgor now or hereafter
has an interest (pursuant to a Patent License or otherwise): (a) all letters patent of the United States, including those listed on Schedule III, and all applications for letters patent of the United States, including those listed on
Schedule III, (b) all provisionals, reissues, extensions, continuations, divisions, continuations-in-part, reexaminations or revisions thereof, and the
inventions disclosed or claimed therein, including the right to make, use, import and/or sell the inventions disclosed or claimed therein, (c) all claims for, and rights to sue for, past or future infringements of any of the foregoing and
(d) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past or future infringement thereof. 

“Pledged Collateral” shall have the meaning assigned to such term in Section 3.01. 

“Pledged Debt Securities” shall have the meaning assigned to such term in Section 3.01. 

“Pledged Securities” shall mean any promissory notes, stock certificates or other certificated securities now or hereafter
included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral. 

“Pledged Stock” shall have the meaning assigned to such term in Section 3.01. 

“Pledgor” shall mean Holdings, the Borrower and each Subsidiary Loan Party. 

“Qualified Keepwell Provider” shall mean, in respect of any Swap Obligation, each Loan Party that, at the time the relevant
guarantee (or grant of the relevant security interest, as applicable) becomes effective with respect to such Swap Obligation, has total assets exceeding $10,000,000 or otherwise constitutes an “eligible contract participant” under the
Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” with respect to such Swap Obligation at such time by entering into a keepwell pursuant to
section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 “Secured Parties” shall mean (a) the Lenders, (b) the
Agents, (c) each Issuing Bank, (d) the Cash Management Banks, (e) the Qualified Counterparties, (f) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (g) the
successors and permitted assigns of each of the foregoing. 
 “Security Interest” shall have the meaning assigned to such
term in Section 4.01. 
 “Subsidiary Loan Party” shall mean each Subsidiary identified on Schedule I, each Co-Borrower and each other Person that becomes a party hereto in accordance with Section 7.16. 

“Term Loan Administrative Agent” shall mean Barclays Bank PLC, as administrative agent under the Term Loan Credit Agreement,
and any successor thereto. 
 “Term Loan Priority Collateral” shall have the meaning assigned to such term in the ABL/Term
Loan Intercreditor Agreement as in effect on the date hereof. 

  
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 “Trademark License” shall mean any written agreement, now or hereafter in
effect, granting to any Pledgor any right to use any Trademark now or hereafter owned by any third party (including, without limitation, any such rights that such Pledgor has the right to license). 

“Trademarks” shall mean all of the following which any Pledgor now or hereafter owns or in which any Pledgor now or hereafter
has an interest (pursuant to a Trademark License or otherwise): (a) all trademarks, service marks, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers,
designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations thereof (if any), and all registration and recording applications filed in connection therewith, including registrations and
registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States (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 the Lanham Act
has been filed, to the extent that, and solely during the period for which, any assignment of an “intent-to-use” application prior to such filing would violate
the Lanham Act), and all renewals thereof, including those listed on Schedule III, (b) all goodwill associated therewith or symbolized thereby, (c) all claims for, and rights to sue for, past or future infringements of any of the foregoing
and (d) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past or future infringement thereof. 

ARTICLE II 
 GUARANTEE 

Section 2.01. Guarantee. Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally to the
Administrative Agent for the ratable benefit of the Secured Parties, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations (other than, with respect to any Guarantor, any Excluded Swap
Obligations of such Guarantor). Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from such Guarantor, and that such Guarantor will remain bound upon its guarantee
hereunder notwithstanding any extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to the Borrower or any other Loan Party of any of the Obligations, and also waives notice of acceptance of
its guarantee and notice of protest for nonpayment. For the avoidance of doubt, the guarantee by each Co-Borrower pursuant to this Article II shall be in addition to, and not in lieu of, such Co-Borrower’s joint and several liability in respect of the Obligations pursuant to the Credit Agreement. 

Section 2.02. Guarantee of Payment. Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment
when due (whether at the stated maturity, by acceleration or otherwise) and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any other Secured Party to any security held for the payment of the
Obligations or to any balance of any Deposit Account or credit on the books of the Administrative Agent or any other Secured Party in favor of any Loan Party or any other person. 

Section 2.03. No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly
provided for in Section 7.15 and except as provided in Section 2.07, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise (other
than defense 

  
 4 













 of payment or performance). Without limiting the generality of the foregoing, except for termination or
release of a Guarantor’s obligations hereunder in accordance with the terms of Section 7.15 hereof the obligations of each Guarantor hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or
otherwise affected by, and each Guarantor hereby waives any defense to the enforcement hereof by reason of: 
 (i) the
failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise; 

(ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan
Document or any other agreement, including with respect to any other Guarantor under this Agreement; 
 (iii) the failure to
perfect any security interest in, or the release of, any of the Collateral held by or on behalf of the Administrative Agent or any other Secured Party for the Obligations; 

(iv) any default, failure or delay, willful or otherwise, in the performance of the Obligations; 

(v) any illegality, lack of validity or enforceability of any Obligation; 

(vi) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy or
reorganization of any Loan Party; 
 (vii) the existence of any claim, set-off or
other rights that the Guarantors may have at any time against the Borrower, the Administrative Agent, any other Secured Party or any other person, whether in connection herewith, the other Loan Documents or any unrelated transactions; provided
that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; 
 (viii)
any action permitted or authorized hereunder; or 
 (ix) any other circumstance (including any statute of limitations) or any
act or omission that may in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a defense to, or a legal or equitable discharge of, the Borrower or any Guarantor or any other guarantor or surety (other than the payment
in full in cash or immediately available funds of the Obligations). 
 Each Guarantor expressly authorizes the Secured Parties to take and hold security for
the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or
to release, substitute or add any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder. 

(b) To the fullest extent permitted by applicable law and except for termination or release of a Guarantor’s obligations hereunder in
accordance with the terms of Section 7.15 hereof, each Guarantor waives any defense based on or arising out of any defense of any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation
from any cause of the liability of any other Loan Party, other than, after all Commitments have been terminated, the return 

  
 5 













 
of all Letters of Credit (or cash collateralization thereof on terms satisfactory to the Issuing Bank), the payment in full in cash or immediately available funds of all the Obligations (other
than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted). The Administrative Agent
and the other Secured Parties may exercise any right or remedy available to them against any other Loan Party pursuant to this Agreement or the other Loan Documents, without affecting or impairing in any way the liability of any Guarantor hereunder
except to the extent that after giving effect thereto all Obligations have been terminated and paid in full (other than contingent indemnity or expense reimbursement obligations that are not yet due and payable and for which no claim has been made).
To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or
subrogation or other right or remedy of such Guarantor against any other Loan Party, as the case may be, or any security. 
 Section 2.04.
Reinstatement. Each Guarantor agrees that its guarantee hereunder shall continue to be effective or be reinstated, if, at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the
Administrative Agent or any other Secured Party upon the bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise. 

Section 2.05. Agreement To Pay; Contribution; Subrogation. In furtherance of the foregoing and not in limitation of any other
right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of any Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid
Obligation. Subject to the foregoing, to the extent that any Guarantor shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Obligations constituting Loans or other advances made to another Loan Party
under the Credit Agreement (an “Accommodation Payment”), then the Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Guarantors in an
amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Guarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Guarantors; provided that
such rights of contribution and indemnification shall be subordinated to the discharge of Obligations. As of any date of determination, the “Allocable Amount” of each Guarantor shall be equal to the maximum amount of liability for
Accommodation Payments which could be asserted against such Guarantor hereunder and under the Credit Agreement without (a) rendering such Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code of the
United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Guarantor with unreasonably small capital or
assets, within the meaning of Section 548 of the Bankruptcy Code of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Guarantor unable to pay its debts as they become due within the meaning
of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA. Upon payment by any Guarantor of any sums to the Administrative Agent as provided above, all rights of such Guarantor
against the Borrower, any other Loan Party or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VI. 

Section 2.06. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the financial
condition and assets of the Borrower and each other Loan Party, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and
agrees that no Agent nor any other Secured Party will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks. 

  
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 Section 2.07. Maximum Liability. Each Guarantor, and by its acceptance of this
guarantee, each Agent and each other Secured Party hereby confirms that it is the intention of all such persons that this guarantee and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of
the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the
extent applicable to this guarantee and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Agents, the other Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of Guarantor under
this guarantee at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance. 

Section 2.08. Taxes. Any and all payments by or on account of any obligation of any Guarantor hereunder shall be made free and
clear of and without deduction for, any Indemnified Taxes or Other Taxes provided that if a Guarantor shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.08) the Administrative Agent or any Secured Party, as applicable, receives an amount equal to the sum it
would have received had no such deductions been made, (ii) such Guarantor shall make such deductions and (iii) such Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable
law. The provisions of Section 2.15 of the Credit Agreement shall apply to each Guarantor mutatis mutandis. 

Section 2.09. Keepwell. Each Qualified Keepwell Provider hereby jointly and severally absolutely, unconditionally, and irrevocably
undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this guarantee in respect of any Swap Obligation (provided, however, that each Qualified Keepwell
Provider shall only be liable under this Section 2.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.09, or otherwise under this guarantee, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified Keepwell Provider under this Section 2.09 shall remain in full force and effect until all of the
Obligations (other than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations, in each case, that are not yet due and payable and for which no claim has been
asserted) have been paid in full in cash or immediately available funds and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Exposure has been reduced to zero and each Issuing Bank has no further obligations to
issue Letters of Credit under the Credit Agreement. Each Qualified Keepwell Provider intends that this Section 2.09 constitute, and this Section 2.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for
the benefit of each other Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 ARTICLE III 

PLEDGE OF SECURITIES 

Section 3.01. Pledge. As security for the payment or performance, as the case may be, in full of its Obligations, each Pledgor
hereby pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the
Secured Parties, a security interest in all of 

  
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such Pledgor’s right, title and interest in, to and under (a)(i) the Equity Interests directly owned by it (including those Equity Interests listed on Schedule II) and (ii) any other
Equity Interests obtained in the future by such Pledgor and, in each case, the certificates representing all such Equity Interests (the foregoing clauses (i) and (ii), collectively, the “Pledged Stock”); provided that the
Pledged Stock shall not include: 
 (A) (1) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary
that is (x) a CFC directly owned by any Pledgor or (y) any Qualified CFC Holding Company directly owned by a Pledgor or (2) any of the issued and outstanding Equity Interests of (x) any Domestic Subsidiary that is a direct or
indirect Subsidiary of a Foreign Subsidiary that is a CFC or (y) any Qualified CFC Holding Company that is not a “first tier” Subsidiary of a Loan Party, 

(B) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, nominee shares or similar
shares, which are required by Law to be held by persons other than the Pledgors, such qualifying shares, nominee shares or similar shares held by persons other than Pledgors, 

(C) any Equity Interests of any person (other than a Wholly-Owned Subsidiary that is directly owned by a Pledgor), to the extent restricted or
not permitted by the terms of such person’s organizational documents or other agreements with holders of such Equity Interests (so long as such prohibition did not arise as part of the acquisition or formation of such person or in anticipation
of the Credit Agreement and other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such
time as such prohibition ceases to be in effect, 
 (D) any Equity Interests if, to the extent and for so long as the pledge of such Equity
Interests hereunder is prohibited or restricted by any applicable Law, including any requirement to obtain consent of any Governmental Authority (other than to the extent such prohibition would be rendered ineffective under the UCC or any other
applicable Law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in effect, 

(E) any Equity Interests if, to the extent and for so long as the pledge of such Equity Interests hereunder would result in (1) material
adverse tax consequences (including, without limitation, as a result of the operation of Section 956 of the Code or any similar Law or regulation in any applicable jurisdiction) or (2) material adverse regulatory consequences, in each case
as reasonably determined by the Borrower and with the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), 

(F) any margin stock, 
 (G) any
Equity Interests that the Borrower and the Administrative Agent shall have agreed in writing to treat as Excluded Equity Interests for purposes hereof on account of the cost, difficulty, burden or consequences of pledging such Equity Interests
hereunder being excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby, 
 (H) any Equity
Interests in captive insurance subsidiaries, special purpose entities identified in writing at any time by the Borrower to the Administrative Agent and not-for-profit
subsidiaries and 
 (I) any Equity Interests in Unrestricted Subsidiaries (any Equity Interests excluded pursuant to clauses (A) through
(H) above, along with this clause (I), the “Excluded Equity Interests”) 

  
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 (b)(i) the promissory notes and any instruments evidencing Indebtedness owned by it as of
the Closing Date (including those listed opposite the name of such Pledgor on Schedule II) and (ii) any promissory notes and instruments and any Indebtedness in the future issued to such Pledgor having, an aggregate principal amount in excess
of $5.0 million (the foregoing clauses (i) and (ii) collectively, the “Pledged Debt Securities”), in each case including all interest, cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all Pledged Debt Securities (except to the extent otherwise excluded from the Collateral pursuant to this Agreement), but excluding (1) intercompany current liabilities incurred in
the ordinary course of business in connection with the cash management operations of Holdings and its Subsidiaries or (2) to the extent the pledge of such promissory note or instrument would violate applicable law (after giving effect to the
relevant anti-assignment provisions of the Uniform Commercial Code), (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise
distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above, (d) subject to Section 3.05 hereof, all rights and
privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being
collectively referred to as the “Pledged Collateral”). 
 TO HAVE AND TO HOLD the Pledged Collateral, together with all
right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms,
covenants and conditions hereinafter set forth and in each case subject to the last paragraph of Article IV of the Credit Agreement and the Collateral and Guarantee Requirement. 

Section 3.02. Delivery of the Pledged Collateral. (a) Each Pledgor agrees promptly to deliver or cause to be delivered to the
Administrative Agent, for the benefit of the Secured Parties, any and all Pledged Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant
to paragraph (b) of this Section 3.02. 
 (b) Each Pledgor will cause any Indebtedness for borrowed money having an aggregate
principal amount in excess of $5.0 million (other than (i) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of Holdings, the Borrower and the other Subsidiaries
or (ii) to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to such Pledgor by any person to be evidenced by a duly executed promissory note that is pledged and delivered to the Administrative
Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Pledgor party thereto agrees, if requested by the Administrative Agent, to immediately demand payment
thereunder upon a Specified Event of Default unless such demand would not be commercially reasonable or would otherwise expose such Pledgor to liability to the maker. 

(c) Upon delivery to the Administrative Agent, (i) any Pledged Securities required to be delivered pursuant to the foregoing paragraphs
(a) and (b) of this Section 3.02 shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Administrative Agent and by such other instruments
and documents as the Administrative Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the
security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery
of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II (or a supplement to Schedule II, as applicable) and made a part hereof; provided that
failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. 

  
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 Section 3.03. Representations, Warranties and Covenants. Each Pledgor
represents, warrants and covenants to and with the Administrative Agent, for the benefit of the Secured Parties, that: 
 (a) Schedule II
correctly sets forth the percentage of the issued and outstanding shares of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock, in each case as of the Closing Date and includes all Equity Interests, debt
securities and promissory notes or instruments evidencing Indebtedness required to be pledged in order to satisfy the Collateral and Guarantee Requirement on the Closing Date. Any Pledgor may certificate any interest in a limited liability company
or a limited partnership that was previously uncertificated; provided that the certificate is promptly delivered to the Administrative Agent in accordance with the Intercreditor Agreements. Any Pledgor may amend the organizational documents of any
limited liability company or limited partnership so that such limited liability company’s or limited partnership’s interests are no longer represented by a certificate; provided that upon such action, the Administrative Agent will not
cease to have a perfected security interest in such interests; 
 (b) the Pledged Stock and Pledged Debt Securities (solely with respect to
Pledged Debt Securities issued by a person that is not a Subsidiary of Holdings or an Affiliate of any such Subsidiary, to the best of each Pledgor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and
(i) in the case of Pledged Stock, are fully paid and nonassessable (other than with respect to Pledged Stock consisting of membership interests of limited liability companies to the extent provided in Sections
18-502 and 18-607 of the Delaware Limited Liability Company Act) and (ii) in the case of Pledged Debt Securities (solely with respect to Pledged Debt Securities
issued by a person that is not a Subsidiary of Holdings or an Affiliate of any such Subsidiary, to the best of each Pledgor’s knowledge) are legal, valid and binding obligations of the issuers thereof, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding at law or in equity) and an implied
covenant of good faith and fair dealing; 
 (c) except for the security interests granted hereunder, each Pledgor (i) is and, subject to
any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Pledgor, (ii) holds the same free and clear
of all Liens, other than Permitted Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than pursuant to a transaction
permitted by the Credit Agreement and other than Permitted Liens and (iv) subject to the rights of such Pledgor under the Loan Documents to dispose of Pledged Collateral, will use commercially reasonable efforts to defend its title or interest
hereto or therein against any and all Liens (other than Permitted Liens), however arising, of all persons; 
 (d) other than as set forth in
the Credit Agreement or the schedules thereto, and except for restrictions and limitations imposed by the Loan Documents or securities laws generally or otherwise permitted to exist pursuant to the terms of the Credit Agreement, the Pledged Stock
(other than partnership interests) is and will continue to be freely transferable and assignable, and none of the Pledged Stock is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Stock hereunder, the sale or disposition thereof pursuant hereto or the
exercise by the Administrative Agent of rights and remedies hereunder; 

  
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 (e) each Pledgor has the power and authority to pledge the Pledged Collateral pledged by it
hereunder in the manner hereby done or contemplated; 
 (f) other than as set forth in the Credit Agreement or the schedules thereto, no
consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect); 

(g) by virtue of the execution and delivery by the Pledgors of this Agreement, when any Pledged Securities (including Pledged Stock of any
Domestic Subsidiary, any Qualified CFC Holding Company or any Foreign Subsidiary) are delivered to the Administrative Agent (or a designated bailee, in accordance with the ABL/Term Loan Intercreditor Agreement), for the ratable benefit of the
Secured Parties, in accordance with this Agreement and a financing statement covering such Pledged Securities is filed in the appropriate UCC filing office, the Administrative Agent will obtain, for the ratable benefit of the Secured Parties, a
legal, valid and perfected lien upon and security interest in such Pledged Securities under the New York UCC or the corresponding code or statute of any other applicable jurisdiction, subject only to Permitted Liens, as security for the payment and
performance of the Obligations; 
 (h) as of the Closing Date, none of the Equity Interests in limited liability companies or partnerships
that are pledged by the Pledgors hereunder constitute a security under Section 8-103 of the New York UCC or the corresponding code or statute of any other applicable jurisdiction; and 

(i) the Pledgors shall not amend, or permit to be amended, the limited liability company agreement (or operating agreement or similar
agreement) or partnership agreement of any subsidiary of any Loan Party whose Equity Interests are, or are required to be, Collateral in a manner to cause such Equity Interests to constitute a security under
Section 8-103 of the New York UCC or the corresponding code or statute of any other applicable jurisdiction unless such Loan Party shall have first delivered reasonable prior written notice to the
Administrative Agent and shall have taken all actions contemplated hereby and as otherwise reasonably required by the Administrative Agent to maintain the security interest of the Administrative Agent therein as a valid, perfected, first priority
security interest, subject to the relative priorities set forth in the ABL/Term Loan Intercreditor Agreement. 
 Section 3.04.
Registration in Nominee Name; Denominations. The Administrative Agent (or a designated bailee, in accordance with the ABL/Term Loan Intercreditor Agreement), on behalf of the Secured Parties, shall have the right (in its sole and absolute
discretion) to hold the Pledged Securities in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Administrative Agent (or a designated bailee, in accordance with the ABL/Term Loan Intercreditor Agreement) or, if an
Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Pledgor will promptly give to the Administrative Agent copies of
any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If an Event of Default shall have occurred and be continuing, the Administrative Agent (or a designated bailee, in
accordance with the ABL/Term Loan Intercreditor Agreement) shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each
Pledgor shall use its commercially reasonable efforts to cause any Loan Party that is not a party to this Agreement to comply with a request by the Administrative Agent (or a designated bailee, in accordance with the ABL/Term Loan Intercreditor
Agreement), pursuant to this Section 3.04, to exchange certificates representing Pledged Securities of such Loan Party for certificates of smaller or larger denominations. 

  
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 Section 3.05. Voting Rights; Dividends and Interest, Etc. (a) Unless and
until an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given written notice to the relevant Pledgors of the Administrative Agent’s intention to exercise its rights hereunder: 

(i) Each Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner
of Pledged Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided that, except as permitted under the Credit Agreement, such rights and powers
shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Collateral, the rights and remedies of any of the Administrative Agent or the other Secured Parties under this Agreement,
the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same. 
 (ii) The
Administrative Agent shall promptly execute and deliver to each Pledgor, or cause to be executed and delivered to such Pledgor, all such proxies, powers of attorney and other instruments as such Pledgor may reasonably request for the purpose of
enabling such Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above. 

(iii) Each Pledgor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions
paid on or distributed in respect of the Pledged Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and
conditions of the Credit Agreement, the other Loan Documents and applicable laws; provided that (A) any noncash dividends, interest, principal or other distributions, payments or other consideration in respect thereof, including any rights to
receive the same to the extent not so distributed or paid, that would constitute Pledged Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities,
received in exchange for Pledged Securities or any part thereof, or in redemption thereof, as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise and (B) any noncash
dividends and other distributions paid or payable in respect of any Pledged Securities that would constitute Pledged Securities in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital
surplus or paid in surplus, shall be and become part of the Pledged Collateral, and, if received by any Pledgor, shall not be commingled by such Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be
held in trust for the benefit of the Administrative Agent, for the ratable benefit of the Secured Parties, and shall be forthwith delivered to the Administrative Agent (or a designated bailee, in accordance with the ABL/Term Loan Intercreditor
Agreement), for the ratable benefit of the Secured Parties, in the same form as so received (endorsed in a manner reasonably satisfactory to the Administrative Agent). 

(b) Upon the occurrence and during the continuance of an Event of Default and after written notice by the Administrative Agent to the relevant
Pledgors of the Administrative Agent’s intention to exercise its rights hereunder, all rights of any Pledgor to dividends, interest, principal or other distributions that such Pledgor is authorized to receive pursuant to paragraph (a)(iii) of
this Section 3.05 shall cease, and all such rights shall thereupon become vested, for the benefit of the Secured Parties, in the Administrative Agent (or a designated bailee, in accordance with the ABL/Term Loan Intercreditor Agreement) which
shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions; provided, however, that even after the occurrence of an Event of Default, any Pledgor may continue
to exercise dividend and distribution rights solely to the 

  
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 extent permitted under subclause (i), subclause (iii) and subclause (v) of Section 6.06(b) of
the Credit Agreement. All dividends, interest, principal or other distributions received by any Pledgor contrary to the provisions of this Section 3.05 shall not be commingled by such Pledgor with any of its other funds or property but shall be
held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent, for the ratable benefit of the Secured Parties, and shall be forthwith delivered to the Administrative Agent (or a designated bailee, in
accordance with the ABL/Term Loan Intercreditor Agreement), for the ratable benefit of the Secured Parties, in the same form as so received (endorsed in a manner reasonably satisfactory to the Administrative Agent). Any and all money and other
property paid over to or received by the Administrative Agent (or a designated bailee, in accordance with the ABL/Term Loan Intercreditor Agreement) pursuant to the provisions of this paragraph (b), subject to the ABL/Term Intercreditor Agreement
shall be retained by the Administrative Agent (or a designated bailee, in accordance with the ABL/Term Loan Intercreditor Agreement) in an account to be established by the Administrative Agent (or a designated bailee, in accordance with the ABL/Term
Loan Intercreditor Agreement) upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.02 hereof. After all Events of Default have been cured or waived, the Administrative Agent shall, if
not previously applied to the Obligations, promptly repay to each Pledgor (without interest) all dividends, interest, principal or other distributions that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph
(a)(iii) of this Section 3.05 and that remain in such account. 
 (c) Upon the occurrence and during the continuance of an Event of
Default and after the Administrative Agent shall have given written notice to the Borrower of the Administrative Agent’s intention to exercise its rights hereunder, all rights of any Pledgor to exercise the voting and/or consensual rights and
powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 3.05, and the obligations of the Administrative Agent under paragraph (a)(ii) of this Section 3.05, shall cease, and all such rights shall thereupon become
vested in the Administrative Agent, for the ratable benefit of the Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers (subject to the ABL/Term Loan Intercreditor
Agreement); provided that, unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors to exercise such
rights. After all Events of Default have been cured or waived, each Pledgor shall have the right to exercise the voting and/or consensual rights and powers that such Pledgor would otherwise be entitled to exercise pursuant to the terms of paragraph
(a)(i) above. 
 ARTICLE IV 

SECURITY INTERESTS IN OTHER PERSONAL PROPERTY 

Section 4.01. Security Interest. (a) As security for the payment or performance when due (whether at the stated maturity, by
acceleration or otherwise), as the case may be, in full of the Obligations, each Pledgor hereby pledges to the Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the
Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title and interest in or to any and all of the following assets
and properties now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9
Collateral”): 
 (i) all Accounts; 

(ii) all Chattel Paper; 

  
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 (iii) all cash and Money, whether held in a Deposit Account or in the
possession of the Administrative Agent; 
 (iv) all Documents; 

(v) all Equipment; 

(vi) all General Intangibles; 

(vii) all Instruments; 

(viii) all Inventory; 

(ix) all Investment Property; 

(x) all Letter of Credit Rights; 

(xi) all Intellectual Property; 

(xii) all Commercial Tort Claims described on Schedule V hereto, as updated from time to time; 

(xiii) all cash held in any Securities Account; 

(xiv) all books and Records pertaining to the Article 9 Collateral; and 

(xv) all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and
guarantees given by any person with respect to any of the foregoing. 
 Notwithstanding anything to the contrary in this Agreement, this Agreement shall not
constitute a grant of a security interest in (a) any vehicle or any other property covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) any Excluded Equity Interests, (c) any Letter of Credit
Rights, except to the extent a security interest therein can be perfected by the filing of Uniform Commercial Code financing statements, and to the extent such Pledgor is not required by applicable law to apply the proceeds of a drawing of such
Letter of Credit for a specified purpose, (d) any Pledgor’s right, title or interest in any lease, license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to
the extent, that such a grant would, under the terms of such lease, license, contract or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of or create a
right of termination in favor of or require the consent of any other party thereto (other than such Pledgor), such lease, license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law
(including, without limitation, Title 11 of the United States Code) or principles of equity), (e) assets to the extent the granting of a security interest therein would be prohibited or restricted by applicable law, rule or regulation (including any
requirement to obtain the consent of any Governmental Authority), (f)(i) payroll and other employee wage and benefit accounts, (ii) tax accounts, including, without limitation, sales tax accounts, (iii) escrow accounts and
(iv) fiduciary or other trust accounts, and, in the case of clauses (i) through (iv), the funds or other property held in or maintained in such account, (g) any Commercial Tort Claim with a value not in excess of $5.0 million, as
determined in good faith by the Borrower, (h) any governmental licenses or State or local franchises, charters or authorizations, to the 

  
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extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby, after giving effect to the applicable anti-assignment provisions of the
Uniform Commercial Code of any applicable jurisdiction notwithstanding such prohibition or restriction, (i) assets if the granting of a security interest therein would result in (i) material adverse tax consequences (including, without
limitation, as a result of the operation of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction) or (ii) material adverse regulatory consequences, in each case as reasonably determined by the Borrower
and with the consent of the Administrative Agent (which consent will not to be unreasonably withheld, delayed or conditioned), (j) those assets as to which the Administrative Agent and the Borrower reasonably agree in writing that any of the cost,
difficulty, burden or consequences of obtaining such a security interest are excessive in relation to the benefit to the Lenders of the security to be afforded thereby, (k) any United States “intent to use” trademark application or intent-to-use service mark application filed pursuant to Section 1(b) of the Lanham Act to the extent that the grant of a security interest therein would impair the
validity or enforceability of, or render void or voidable or result in the cancellation of the applicable Pledgor’s right, title or interest therein or any trademark or service mark issues as a result of such application under applicable
federal law, after which period such application shall be automatically subject to the security interest granted herein and deemed to be included in the Collateral, (l) any assets and proceeds thereof subject to a Capital Lease Obligations or a
purchase money Lien permitted by Section 6.02(i) of the Credit Agreement to the extent the documents providing for such Capital Lease Obligation or purchase money Lien do not permit such assets and proceeds thereof to the pledged to the
Administrative Agent and (m) any assets acquired after the date hereof subject to a Lien permitted by Section 6.02(c) of the Credit Agreement that existed on such assets at the time of the acquisition thereof and was not incurred in
contemplation of such acquisition so long as the documents providing for such Lien do not permit such assets to be pledged to the Administrative Agent (the assets described in clauses (a) through (l) above, collectively, the “Excluded
Assets”); provided that such exclusions shall not apply to the proceeds of any of the foregoing property. 
 (b) Each Pledgor
hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Article 9 Collateral (including all Article 9
Collateral consisting of Pledged Collateral) or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or
amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) in the case of a financing statement filed as a fixture filing, a
sufficient description of the property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Administrative Agent may reasonably determine is necessary to ensure the
perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets”, whether now owned or hereafter acquired, or words of similar effect. Each Pledgor agrees to
provide such information to the Administrative Agent promptly upon request. As of the Closing Date, the filing jurisdictions for filing of each applicable Uniform Commercial Code financing statement is as set forth on Schedule IV. 

The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office
(or any successor office) such documents as may be reasonably necessary for the purpose of perfecting, continuing, enforcing or protecting the Security Interest granted by each Pledgor, and naming any Pledgor or the Pledgors as debtors and the
Administrative Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its
territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Pledgor constituting Patents, Trademarks or Copyrights. 

  
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 (c) The Security Interest is granted as security only and shall not subject the
Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9 Collateral. 

(d) Notwithstanding anything to the contrary in this Agreement or the Credit Agreement, (i) no perfection steps shall be required by any
means other than (A) filings pursuant to the Uniform Commercial Code in the office of the Secretary of State (or equivalent filing office) of the relevant State(s) of the respective jurisdictions of organization of each Pledgor,
(B) filings in the United States Patent and Trademark Office and the United States Copyright Office of the short forms of Intellectual Property Security Agreement, (C) delivery of Collateral consisting of instruments, notes and debt
securities in a principal amount in excess of $5.0 million; provided that such delivery shall not be required with respect to (1) instruments, notes and debt securities that are promptly deposited into an investment or securities account,
(2) checks received in the ordinary course of business and (3) notes and debt securities issued in connection with the extension of trade credit by a grantor of a security interest, (D) delivery of Collateral consisting of certificated
Equity Interests included in the Collateral and (E) (i) other actions expressly required by this Agreement or the Credit Agreement; (ii) Control Agreements or similar arrangements shall not be required with respect to any Deposit Accounts
(other than Control Agreements required by Section 5.11 of the Credit Agreement or the Term Loan Credit Agreement), Securities Accounts, Commodities Accounts or other Collateral that requires perfection by “control”; and (iii) the
Pledgors shall not be required to take any actions outside the United States to create or perfect any security interests in any Collateral (it being understood that there shall be no security agreements or pledge agreements governed under the laws
of any foreign jurisdiction). 
 Section 4.02. Representations and Warranties. Each Pledgor represents and warrants to the
Administrative Agent and the Secured Parties that: 
 (a) Each Pledgor has good and valid rights in and title to the Article 9 Collateral
with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Administrative Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and
perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other person other than any consent or approval that has been obtained and is in full force and effect or has otherwise been disclosed
herein or in the Credit Agreement. 
 (b) The information set forth in the schedules attached hereto is correct and complete, in all material
respects, as of the Closing Date. The Uniform Commercial Code financing statements containing a description of the Article 9 Collateral that have been prepared by the Administrative Agent for filing in the office specified in Schedule IV constitute
all the filings, recordings and registrations (except as set forth in the following clause (c)) that are, as of the Closing Date, necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security
interest in favor of the Administrative Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing. Each Pledgor agrees to update the schedules attached hereto in
accordance with Section 5.04(f) of the Credit Agreement. 
 (c) Each Pledgor represents and warrants that a fully executed Intellectual
Property Security Agreement containing a description of all Article 9 Collateral consisting of Intellectual Property with respect to United States Patents (and Patents for which United States applications are pending), United States registered
Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights (and Copyrights for which United States registration applications are pending) has been delivered to the Administrative
Agent for recording with the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, and
reasonably 

  
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requested by the Administrative Agent, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Administrative Agent, for the benefit of the
Secured Parties, in respect of all Article 9 Collateral consisting of such Intellectual Property in which a security interest may be perfected by recording with the United States Patent and Trademark Office and the United States Copyright Office.

 (d) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment
and performance of the Obligations, (ii) subject to the filings described in Section 4.01(b), a perfected security interest in all Article 9 Collateral if and to the extent which a security interest may be perfected by filing, recording or
registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other applicable law in such jurisdictions and (iii) a
security interest in all Intellectual Property Collateral upon the receipt and recording of the Intellectual Property Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, if and
to the extent which a security interest may be perfected by such recording. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral other than (i) Permitted Liens having priority either by operation of
applicable law or pursuant to the terms of the ABL/Term Loan Intercreditor Agreement or (ii) Permitted Liens which are permitted to have priority pursuant to the terms of the Credit Agreement. 

(e) The Article 9 Collateral is owned by the Pledgors free and clear of any Lien other than Permitted Liens. None of the Pledgors has filed or
consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Article 9 Collateral, (ii) any assignment in which any Pledgor assigns any Article 9
Collateral or any security agreement or similar instrument covering any Article 9 Collateral with the United States Patent and Trademark Office or the United States Copyright Office or (iii) any assignment in which any Pledgor assigns any
Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or
similar instrument is still in effect, except, in each case, for Permitted Liens. 
 (f) None of the Pledgors holds any Commercial Tort Claim
individually in excess of $5.0 million as of the Closing Date except as indicated on Schedule V. 
 (g) Except as set forth in
Schedule VI, as of the Closing Date, all Accounts have been originated by the Pledgors and all Inventory has been produced or acquired by the Pledgors in the ordinary course of business. 

(h) As to itself and its Article 9 Collateral consisting of Intellectual Property, excluding the Excluded Assets (the “Intellectual
Property Collateral”): 
 (i) The Intellectual Property Collateral set forth on Schedule III includes all of
the Patents, Trademarks and Copyrights owned by such Pledgor as of the date hereof that are material to the operation of such Pledgor’s business. To the knowledge of such Pledgor, Pledgor owns all of the Patents, Trademarks, and Copyrights on
Schedule III, free and clear of all Liens except Permitted Liens. 
 (ii) The issued Patents, registered Copyrights
and registered Trademarks included in the Intellectual Property Collateral are subsisting and unexpired and have not been adjudged invalid or unenforceable in whole or part, and are valid and enforceable, except as would not reasonably be expected
to have a Material Adverse Effect. Such Pledgor is not aware of any uses of any item of Intellectual Property Collateral that would be expected to lead to such item becoming invalid or unenforceable. 

  
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 (iii) The operation of such Pledgor’s business as currently conducted
and the use of the Intellectual Property Collateral in connection therewith do not conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any third party rights in any Intellectual Property. 

(iv) To the knowledge of such Pledgor, no third party is infringing, misappropriating, diluting, misusing or otherwise
violating such Pledgor’s rights in any Intellectual Property. 
 (v) Such Pledgor has (A) made or performed in the
ordinary course of Pledgor’s business, acts, including without limitation filings, recordings and payment of all required fees and taxes, required to maintain and protect its interest in each and every item of Intellectual Property Collateral
in full force and effect in the United States and (B) used proper statutory notice in connection with its use of each Patent, Trademark and Copyright in the Intellectual Property Collateral, except, in the case of each of (A) and (B), to
the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect. 
 (vi) With respect
to each IP Agreement, the absence, termination or violation of which would reasonably be expected to have a Material Adverse Effect: (A) such Pledgor has not received any written notice of termination or cancellation under such IP Agreement;
(B) such Pledgor has not received any written notice of a breach or default under such IP Agreement, which breach or default has not been cured or waived; and (C) neither such Pledgor nor, to the knowledge of such Pledgor, any other party
to such IP Agreement is in breach or default thereof in any material respect, and to the knowledge of such Pledgor, no event has occurred that, with notice or lapse of time or both, would constitute such a breach or default or permit termination,
modification or acceleration under such IP Agreement. 
 (i) On the date hereof, such Pledgor’s jurisdiction of organization,
identification number from the jurisdiction of organization (if any), and the location of such Pledgor’s chief executive office or sole place of business or principal residence, as the case may be, are specified on 
Schedule VII. Such
Pledgor has furnished to the Administrative Agent a certified charter, certificate of incorporation or other organization document and long-form good standing certificate as of a date which is recent to the date hereof. 

(j) No amount payable to such Pledgor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not
been delivered to the Administrative Agent. None of the obligors on any Receivables is a Governmental Authority. The amounts represented by such Pledgor to the Lenders from time to time as owing to such Pledgor in respect of the Receivables will at
such times be accurate. 
 Section 4.03. Covenants. 

(a) Each Pledgor agrees to provide at least 10 days’ prior written notice to the Administrative Agent of any change (i) in its
corporate or organization name, (ii) in its identity or type of organization or corporate structure, (iii) in organizational identification number, where applicable, or (iv) in its “location” (determined as provided in UCC Section 9-307). Each Pledgor agrees promptly to provide the Administrative Agent with certified organizational documents reflecting any of the changes described in the immediately preceding sentence. Each
Pledgor agrees not to effect or permit any change 

  
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referred to in the first sentence of this paragraph (a) unless all filings have been made, or will have been made within any applicable statutory period, under the Uniform Commercial Code or
otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Article 9 Collateral, for the ratable benefit of the
Secured Parties. Each Pledgor agrees promptly to notify the Administrative Agent if any material portion of the Article 9 Collateral owned or held by such Pledgor is damaged or destroyed. 

(b) Each Pledgor agrees to update the schedules attached hereto in accordance with Section 5.04(f) of the Credit Agreement. 

(c) Subject to the rights of such Pledgor under the Loan Documents to dispose of Collateral, each Pledgor shall, at its own expense, use
commercially reasonable efforts to defend title to the Article 9 Collateral against all persons and to defend the Security Interest of the Administrative Agent, for the ratable benefit of the Secured Parties, in the Article 9 Collateral and the
priority thereof against any Lien that is not a Permitted Lien. 
 (d) Each Pledgor agrees, at its own expense, to execute, acknowledge,
deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Administrative Agent may from time to time reasonably request to preserve, protect and perfect the Security Interest and the rights and
remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement and the granting of the Security Interest and the filing of any financing statements (including fixture
filings) or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Article 9 Collateral that is in excess of $5.0 million shall be or become evidenced by any promissory note or other
instrument, such note or instrument, subject to the ABL/Term Intercreditor Agreement, shall be promptly pledged and delivered to the Administrative Agent, for the ratable benefit of the Secured Parties, duly endorsed in a manner reasonably
satisfactory to the Administrative Agent. 
 (e) After the occurrence of an Event of Default and during the continuance thereof, the
Administrative Agent shall have the right to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Article 9 Collateral, including, in the case of Accounts or
Article 9 Collateral in the possession of any third person, by contacting Account Debtors or the third person possessing such Article 9 Collateral for the purpose of making such a verification. The Administrative Agent shall have the right to share
any information it gains from such inspection or verification with any Secured Party. 
 (f) None of the Pledgors will, without the
Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld), grant any extension of the time of payment of any Accounts included in the Article 9 Collateral, compromise, compound or settle the same for less
than the full amount thereof, release, wholly or partly, any person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, compromises or settlements granted or made in the
ordinary course of business and consistent with prudent business practices or as otherwise permitted under the Credit Agreement. 
 (g) At
its option after the occurrence of an Event of Default and during the continuance thereof, the Administrative Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or
placed on the Article 9 Collateral and not a Permitted Lien, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Pledgor fails to do so as required by the Credit Agreement or this Agreement, and each
Pledgor jointly and severally agrees to reimburse the Administrative Agent on demand for any reasonable payment made or any reasonable expense incurred by the Administrative Agent pursuant to the foregoing


  
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authorization; provided, however, that nothing in this Section 4.03(e) shall be interpreted as excusing any Pledgor from the performance of, or imposing any obligation on the
Administrative Agent or any Secured Party to cure or perform, any covenants or other promises of any Pledgor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in
the other Loan Documents. 
 (h) Each Pledgor (rather than the Administrative Agent or any Secured Party) shall remain liable for the
observance and performance of all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral. 

(i) Each Pledgor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the
Administrative Agent) as such Pledgor’s true and lawful agent (and attorney-in-fact) for the purpose, during the continuance of an Event of Default, of making,
settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making
all determinations and decisions with respect thereto. In the event that any Pledgor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or under the Credit Agreement or to pay any premium in whole
or part relating thereto, the Administrative Agent may, after the occurrence and during the continuation of an Event of Default, without waiving or releasing any obligation or liability of the Pledgors hereunder or any Event of Default, in its sole
discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Administrative Agent reasonably deems advisable. All sums disbursed by the Administrative Agent in connection with
this Section 4.03(g), including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Pledgors to the Administrative Agent and shall be additional Obligations secured
hereby. 
 Section 4.04. Other Actions. In order to further ensure the attachment, perfection and priority of, and the ability
of the Administrative Agent to enforce, for the ratable benefit of the Secured Parties, the Administrative Agent’s security interest in the Article 9 Collateral, each Pledgor agrees, in each case at such Pledgor’s own expense, to take the
following actions with respect to the following Article 9 Collateral: 
 (a) Instruments and Tangible Chattel Paper. If any Pledgor
shall at any time hold or acquire any Instruments (other than checks received and processed in the ordinary course of business) or Tangible Chattel Paper evidencing an amount in excess of $5.0 million, such Pledgor shall forthwith endorse,
assign and deliver the same to the Administrative Agent (or a designated bailee, in accordance with the ABL/Term Loan Intercreditor Agreement), accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative
Agent may from time to time reasonably request. 
 (b) Investment Property. Except to the extent otherwise provided in Article
III, if any Pledgor shall at any time hold or acquire any Certificated Security constituting Pledged Collateral or Article 9 Collateral, such Pledgor shall forthwith endorse, assign and deliver the same to the Administrative Agent (or a
designated bailee, in accordance with the ABL/Term Loan Intercreditor Agreement), accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time reasonably specify. If any security
of a domestic issuer now owned or hereafter acquired by any Pledgor is uncertificated and is issued to such Pledgor or its nominee directly by the issuer thereof, such Pledgor shall promptly notify the Administrative Agent of such uncertificated
securities and upon the occurrence and during the continuance of an Event of Default, such Pledgor shall pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (i) cause the issuer to agree to
comply with instructions from the 

  
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Administrative Agent (or a designated bailee, in accordance with the ABL/Term Loan Intercreditor Agreement) as to such security, without further consent of any Pledgor or such nominee or
(ii) cause the issuer to register the Administrative Agent (or a designated bailee, in accordance with the ABL/Term Loan Intercreditor Agreement) as the registered owner of such security. 

(c) Commercial Tort Claims. If any Pledgor shall at any time hold or acquire a Commercial Tort Claim in an amount reasonably estimated
to exceed $5.0 million at any time after the date hereof, such Pledgor shall promptly notify the Administrative Agent thereof by updating Schedule V hereof, and grant to the Administrative Agent in writing a security interest therein and
in the proceeds thereof, all under the terms and provisions of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent. 

Section 4.05. Covenants Regarding Patent, Trademark and Copyright Collateral. Except as permitted by the Credit Agreement:
(a) Each Pledgor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to contractually prohibit its licensees from doing any act or omitting to do any act) whereby any Patent that
is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed or dedicated to the public, and agrees that it shall take commercially reasonable steps with respect to any material products
covered by any such Patent as necessary to establish and preserve its rights under applicable patent laws. 
 (b) Each Pledgor will, and will
use its commercially reasonable efforts to contractually require its licensees and its sublicensees to, for each material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free
from any adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal
registration or claim of trademark or service mark as required under applicable law and (iv) not knowingly, or knowingly permit its licensees’ use of, use such Trademark in violation of any third-party rights. 

(c) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees and its sublicensees to, for each work covered
by a material Copyright necessary to the normal conduct of such Pledgor’s business that it publishes, displays and distributes, use a copyright notice as necessary and sufficient to establish and preserve its rights under applicable copyright
laws. 
 (d) Each Pledgor shall notify the Administrative Agent promptly if it knows that any Patent, Trademark or Copyright material to the
normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding office actions and similar determinations or developments in the
United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to
maintain the same. 
 (e) Each Pledgor, either itself or through any agent, employee, licensee or designee, shall (i) inform the
Administrative Agent on an annual basis of each application by itself, or through any agent, employee, licensee or designee, for any Patent with the United States Patent and Trademark Office and each registration of any Trademark or Copyright with
the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed during the preceding twelve month period and (ii) upon the reasonable request of the Administrative
Agent, execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent’s security interest in such Patent, Trademark or Copyright. 

  
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 (f) Each Pledgor shall exercise its reasonable business judgment consistent with the
practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the
relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each issued Patent and (ii) the registrations of each Trademark and each Copyright that is in each case material to the
normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment
of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. 

(g) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright
material to the normal conduct of its business has been materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Administrative Agent and shall, if such Pledgor deems it necessary in its reasonable
business judgment, promptly take actions as are reasonably appropriate under the circumstances. 
 Section 4.06. ABL/Term
Intercreditor Relations. Notwithstanding anything herein to the contrary, (a) the Pledgors and the Administrative Agent acknowledge that the exercise of certain of the Administrative Agent’s rights and remedies hereunder are subject to
the provisions of the ABL/Term Loan Intercreditor Agreement, and (b) prior to the Discharge of Term Loan Claims, any obligation hereunder to physically deliver any Term Loan Priority Collateral to the Administrative Agent shall be deemed
satisfied by the delivery to the Term Loan Administrative Agent, acting as gratuitous bailee for the Administrative Agent in accordance with the ABL/Term Loan Intercreditor Agreement. The failure of the Administrative Agent or any other Secured
Party to immediately enforce any of its rights and remedies hereunder (as a result of the terms of the ABL/Term Loan Intercreditor Agreement or otherwise) shall not constitute a waiver of any such rights and remedies. In the event of any conflict or
inconsistency between the ABL/Term Loan Intercreditor Agreement and this Agreement regarding the relative priorities of the liens granted to the Administrative Agent and the Term Loan Administrative Agent in the Collateral, the terms of the ABL/Term
Loan Intercreditor Agreement shall govern and control. 
 ARTICLE V 

REMEDIES 
 Section 5.01.
Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Pledgor agrees to deliver each item of Collateral to the Administrative Agent (or a designated bailee, in accordance with the ABL/Term Loan
Intercreditor Agreement) on demand, and it is agreed that the Administrative Agent shall have the right, subject to applicable law, to take any of or all the following actions at the same or different times: (a) with respect to any Article 9
Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the applicable Pledgors to the Administrative Agent or to
license or sublicense, whether general, special or otherwise, and whether on an exclusive or a non-exclusive basis, any such Article 9 Collateral throughout the world on such terms and conditions and in such
manner as the Administrative Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers thereunder cannot be obtained with the use of commercially reasonable efforts, which each Pledgor
hereby agrees to use) and (b) to take possession of the Article 9 Collateral and without liability for trespass to the applicable Pledgor to enter any premises where the Article 9 Collateral may be located for the purpose of taking possession
of, removing or selling the Article 9 Collateral and, generally, to exercise any and all rights afforded to a secured party under the applicable Uniform Commercial Code or other applicable law. Without limiting the generality of the


  
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foregoing rights and remedies, each Pledgor agrees that the Administrative Agent shall have the right, subject to the mandatory requirements of applicable law (including the Uniform Commercial
Code), to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Administrative Agent shall deem
appropriate. The Administrative Agent shall be authorized in connection with any sale of a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to persons who represent and agree
that they are purchasing such security for their own account, for investment, and not with a view to the distribution or sale thereof. Upon consummation of any such sale of Collateral pursuant to this Section 5.01, the Administrative Agent
shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any
Pledgor, and each Pledgor hereby waives and releases (to the extent permitted by law) all rights of redemption, stay, valuation and appraisal that such Pledgor now has or may at any time in the future have under any rule of law or statute now
existing or hereafter enacted. 
 The Administrative Agent shall give the applicable Pledgors ten Business Days’ written notice (which
each Pledgor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of
Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made
and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the
Administrative Agent may fix and state in the notice (if any) of such sale. The Collateral, or the portion thereof, to be sold at any such sale may be sold in one lot as an entirety or in separate parcels, in the Administrative Agent’s own
right or by one or more agents and contractors, upon any premises owned, leased, or occupied by any Pledgor and the Administrative Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory to be sold with
other goods (all of which other goods shall remain the sole property of the Administrative Agent or such agent or contractor), all as the Administrative Agent may (in its sole and absolute discretion) determine. The Administrative Agent shall not be
obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any
sale of all or any part of the Collateral made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent
shall not incur any liability in the event that any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may be sold again upon notice given in accordance with
provisions above. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section 5.01, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay,
valuation or appraisal on the part of any Pledgor (all such rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim
then due and payable to such Secured Party from any Pledgor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property in accordance with Section 5.02
hereof without further accountability to any Pledgor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such
sale pursuant to such agreement and no Pledgor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all
Events of Default shall have been 

  
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remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity
to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the
provisions of this Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions. 

For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Administrative
Agent shall be lawfully entitled to exercise such rights and remedies, each Pledgor hereby grants to the Administrative Agent an irrevocable (subject to the last sentence of this paragraph), nonexclusive license (exercisable without payment of
royalty or other compensation to the Pledgors), subject, in the case of Trademarks to sufficient rights to quality control and inspection in favor of such Pledgor to avoid the risk of invalidation of such Trademarks, to use, license or sublicense
any of the Intellectual Property Collateral now owned or hereafter acquired by such Pledgor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to
all computer software and programs used for the compilation or printout thereof. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuation of
an Event of Default; provided, however, that any license or sublicense to any Intellectual Property granted by the Administrative Agent in accordance herewith shall be binding upon each Pledgor notwithstanding any subsequent cure of an
Event of Default. 
 With respect to the foregoing, the Administrative Agent shall provide the Borrower with seven (7) days’ written
notice prior to taking the actions contemplated by this Section 5.01. 
 Section 5.02. Application of Proceeds. Subject to
the terms of the ABL / Term Loan Intercreditor Agreement, the Administrative Agent shall promptly apply the proceeds, moneys or balances of any collection or sale of Collateral, as well as any Collateral consisting of cash, in the manner specified
in the Credit Agreement. 
 The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds,
moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the
Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the
purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof. 

Section 5.03. Securities Act, Etc. In view of the position of the Pledgors in relation to the Pledged Collateral, or because of
other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar federal statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as
from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Collateral permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws might
very strictly limit the course of conduct of the Administrative Agent if the Administrative Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent
transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable
Blue Sky or other state 

  
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securities laws or similar laws analogous in purpose or effect. Each Pledgor acknowledges and agrees that in light of such restrictions and limitations, the Administrative Agent, in its sole and
absolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws or, to the extent
applicable, Blue Sky or other state securities laws and (b) may approach and negotiate with a single potential purchaser to effect such sale. Each Pledgor acknowledges and agrees that any such sale might result in prices and other terms less
favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a
price that the Administrative Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred
until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section 5.03 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may
exceed substantially the price at which the Administrative Agent sells. 
 ARTICLE VI 

INDEMNITY, SUBROGATION AND SUBORDINATION 

Section 6.01. Indemnity. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable
law (but subject to Section 6.03 hereof), the Borrower agrees that (a) in the event a payment shall be made by any Guarantor (other than Holdings) under this Agreement in respect of any Obligation of the Borrower, the Borrower shall indemnify
such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Guarantor
(other than Holdings) shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part an Obligation of the Borrower, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book
value or the fair market value of the assets so sold. 
 Section 6.02. Contribution and Subrogation. Subject to
Section 2.07, each Guarantor (other than Holdings) (a “Contributing Guarantor”) agrees (subject to Section 6.03 hereof) that, in the event a payment shall be made by any other Guarantor (other than Holdings) hereunder in
respect of any Obligation or assets of any other Guarantor (other than Holdings) shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor other than Holdings (the “Claiming
Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment or the greater of
the book value or the fair market value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate
net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16 hereof, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing
Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 hereof to the extent of such payment. 

Section 6.03. Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the
Guarantors under Sections 6.01 and 6.02 hereof and all other rights of indemnity, contribution or subrogation of the Guarantors under applicable law or otherwise shall be fully subordinated to the payment in full in cash or immediately available
funds of the Obligations (other than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent 

  
 25 













 
indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) until such time as this Agreement has been terminated in accordance with
Section 7.15(a). No failure on the part of the Borrower or any Guarantor to make the payments required by Sections 6.01 and 6.02 hereof (or any other payments required under applicable law or otherwise) shall in any respect limit the
obligations and liabilities of the Borrower with respect to the Obligations or any Guarantor with respect to its obligations hereunder, and the Borrower shall remain liable for the full amount of the Obligations and each Guarantor shall remain
liable for the full amount of its obligations hereunder. 
 (b) The Borrower and each Guarantor hereby agree that all Indebtedness and other
monetary obligations owed by it to the Borrower, any other Guarantor or any Subsidiary shall be fully subordinated to the payment in full in cash or immediately available funds of the Obligations (other than Obligations in respect of Specified Hedge
Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) to the extent subordination is required pursuant to the provisions of
Section 6.01(f) of the Credit Agreement, until such time as this Agreement has been terminated in accordance with Section 7.15(a). 

ARTICLE VII 
 MISCELLANEOUS 

Section 7.01. Notices. All communications and notices hereunder shall (except as otherwise permitted herein) be in writing and
given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Loan Party shall be given to it in care of the Borrower, with such notice to be given as provided in Section 9.01 of the
Credit Agreement. 
 Section 7.02. Security Interest Absolute. All rights of the Administrative Agent hereunder, the Security
Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit
Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of,
all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (d) subject
only to termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 7.15 hereof any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in
respect of the Obligations or this Agreement (other than a defense of payment or performance). 
 Section 7.03. Limitation By
Law. All rights, remedies and powers provided in this Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Agreement are intended to be subject
to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Agreement invalid, unenforceable, in whole or in part, or not entitled to be recorded, registered or
filed under the provisions of any applicable law. 

  
 26 













 Section 7.04. Binding Effect; Several Agreement. This Agreement shall become
effective as to any party to this Agreement when a counterpart hereof executed on behalf of such party shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and
thereafter shall be binding upon such party and the Administrative Agent and their respective permitted successors and assigns, and shall inure to the benefit of such party, the Administrative Agent and the other Secured Parties and their respective
permitted successors and assigns, except that no party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly
contemplated by this Agreement ,the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the
approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder. 
 Section 7.05.
Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party, and all covenants, promises and agreements by or on
behalf of any Pledgor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of their respective permitted successors and assigns; provided that, except with respect to the Contribution no Pledgor
may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent. 

Section 7.06. Administrative Agent’s Fees and Expenses; Indemnification. The parties hereto agree that the
Administrative Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 9.05 of the Credit Agreement and the provisions of Section 9.05 shall be incorporated by reference herein and apply to each
Pledgor mutatis mutandis. 
 Section 7.07. Administrative Agent Appointed Attorney-in-Fact. Each Pledgor hereby appoints the Administrative Agent the attorney-in-fact of such Pledgor for the purpose
of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Administrative Agent may deem necessary to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest.
The Administrative Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Administrative Agent’s name or in the name of such Pledgor, (a) to receive,
endorse, assign or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give
discharges and releases of all or any of the Collateral, (c) to ask for, demand, sue for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, (d) to sign the name of any
Pledgor on any invoice or bill of lading relating to any of the Collateral, (e) to send verifications of Accounts to any Account Debtor, (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any
court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (g) to settle, compromise, compound, adjust or defend any actions, suits or proceedings
relating to all or any of the Collateral, (h) to notify, or to require any Pledgor to notify, Account Debtors to make payment directly to the Administrative Agent, and (i) to use, sell, assign, transfer, pledge, make any agreement with
respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent were the absolute owner of the
Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Administrative Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received
by the Administrative Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The
Administrative Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be
responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. 

  
 27 













 Section 7.08. APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 
 Section 7.09. Waivers; Amendment. (a) No failure or delay by the
Administrative Agent or any Lender in exercising any right, power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment
or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent and the Lenders
hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom
shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. 

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing
entered into by the Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement. 

Section 7.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10. 
 Section 7.11. Severability. In the event any
one or more of the provisions contained in this Agreement or the other Loan Documents should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby. 
 Section 7.12. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective as provided in Section 7.04 hereof. Delivery of an executed counterpart to this
Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed original. 

Section 7.13. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only,
are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 

  
 28 













 Section 7.14. Jurisdiction; Consent to Service of Process. (a) Each party
to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate
court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise
have to bring any action or proceeding relating to this Agreement against any Pledgor, or its properties, in the courts of any jurisdiction. 

(b) Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

Section 7.15. Termination or Release. (a) This Agreement, the guarantees made herein, the pledges made herein, the Security
Interest and all other security interests granted hereby shall terminate when all the Obligations (other than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement
obligations, in each case, that are not yet due and payable and for which no claim has been asserted) have been paid in full in cash or immediately available funds and the Lenders have no further commitment to lend under the Credit Agreement, the
L/C Exposure has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. 

(b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such
Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary Loan Party, is designated as an Unrestricted
Subsidiary or otherwise ceases to be a Guarantor (subject to the limitations on releases of Co-Borrower set forth in Section 5.13(b) of the Credit Agreement); provided that such portion of the
Lenders as shall be required by the terms of the Credit Agreement to have consented to such transaction (to the extent such consent is required by the Credit Agreement) shall have consented thereto and the terms of such consent did not provide
otherwise; provided further to the extent the Term Loan Security Documents are in effect on such date, such Subsidiary Loan Party (and the security interests in the Collateral in respect thereof) shall be released under the Term Loan Security
Documents concurrently with the release referred to in this clause (b). 
 (c) Upon any sale or other transfer by any Pledgor of any
Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of
the Credit Agreement, the security interest in such Collateral shall be automatically released; provided to the extent the Term Loan Security Documents are in effect on such date, the security interests in such Collateral shall be released
under the Term Loan Security Documents concurrently with the release referred to in this clause (c). 

  
 29 













 (d) In connection with any termination or release pursuant to paragraph (a), (b) or
(c) of this Section 7.15, the Administrative Agent shall execute and deliver to any Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including,
without limitation, UCC termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Administrative Agent (or a designated bailee, in accordance with the ABL/Term Loan
Intercreditor Agreement) and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Administrative Agent shall not be required to take any action under this Section 7.15(d) unless
such Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the
appropriate termination or release without affecting any other Collateral and (ii) a certificate of a Responsible Officer of the Borrower or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by
the Credit Agreement and was consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 7.15 shall be without recourse to or warranty by the Administrative Agent. 

Section 7.16. Additional Guarantors. Upon execution and delivery by the Administrative Agent and any Subsidiary that is required
to become a party hereto by Section 5.10 of the Credit Agreement of an instrument in the form of Exhibit I hereto, such Subsidiary shall become a Subsidiary Loan Party hereunder with the same force and effect as if originally named as a
Subsidiary Loan Party herein. The execution and delivery of any such instrument shall not require the consent of any other party to this Agreement. Upon execution and delivery by the Administrative Agent and Holdings of an instrument in the form of
Exhibit I hereto, Holdings shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and delivery of any such instrument shall not require the consent of any other party to this
Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new party to this Agreement. 

[Signature Page Follows] 

  
 30 













 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written. 
  

			
	 CPG MERGER SUB LLC, as Borrower

		
	By	 	 /s/ Dan Lukas

		 	Name: Dan Lukas
		 	Title:   Authorized Person



  
 [Signature Page to ABL
Guarantee and Collateral Agreement] 













 
			
	DEUTSCHE BANK AG NEW YORK BRANCH, as
	Administrative Agent and Collateral Agent
		
	By:	 	 /s/ Peter Cucchiara

		 	Name: Peter Cucchiara
		 	Title:   Vice President
		
	By:	 	 /s/ Kirk L. Tashjian

		 	Name: Kirk L. Tashjian
		 	Title:   Vice President



  
 [Signature Page to ABL
Guarantee and Collateral Agreement] 













 Schedule I 

Subsidiary Loan Parties 
  

	1.	 CPG International I Inc. 



 

	2.	 Vycom Corp. 


  

	3.	 Scranton Products Inc. 



 

	4.	 Sanatec Sub I Corporation 



 

	5.	 Santana Products Inc. 



 

	6.	 AZEK Building Products, Inc. 



 

	7.	 TimberTech Limited 


  

	8.	 Procell Decking Inc. 



 

	9.	 VAST Enterprises, LLC 



 

	10.	 CPG Sub I Corporation 














 Schedule II 

A. Pledged Stock 
  

											
	 Entity
	  	Form of Entity	  	Jurisdiction of
Organization	  	 Holder(s) of

Equity

Interests/Pledgor
	  	Percent
Held/Pledged	 	Certificated
	 CPG International Inc.
	  	Corporation	  	Delaware	  	CPG Newco LLC	  	100%	 	No
	 CPG International I Inc.
	  	Corporation	  	Delaware	  	CPG International Inc.	  	100%	 	Yes
	 Vycom Corp.
	  	Corporation	  	Delaware	  	CPG International I Inc.	  	100%	 	Yes
	 Scranton Products Inc.
	  	Corporation	  	Delaware	  	CPG International I Inc.	  	100%	 	Yes
	 Sanatec Sub I Corporation
	  	Corporation	  	Delaware	  	Scranton Products Inc.	  	100%	 	Yes
	 Santana Products Inc.
	  	Corporation	  	Delaware	  	Scranton Products Inc.	  	100%	 	Yes
	 AZEK Building Products, Inc.
	  	Corporation	  	Delaware	  	CPG International I Inc.	  	100%	 	Yes
	 TimberTech Limited
	  	Limited liability
company	  	Ohio	  	CPG International I Inc.	  	100%	 	No
	 Procell Decking Inc.
	  	Corporation	  	Delaware	  	AZEK Building Products, Inc.	  	100%	 	Yes
	 VAST Enterprises, LLC
	  	Limited liability
company	  	Minnesota	  	AZEK Building Products, Inc.	  	100%	 	No
	 CPG Sub I Corporation
	  	Corporation	  	Delaware	  	CPG International I Inc.	  	100%	 	Yes
	 AZEK Canada Inc.
	  	Corporation	  	Ontario	  	AZEK Building Products, Inc.	  	100%/65%	 	No













 B. Debt Securities 
  

			
	Pledgor	  	Debt Security
	Holdings, the Borrower and each Subsidiary Loan Party	  	Global Intercompany Note among Holdings, the Borrower and each Subsidiary Loan Party, in each case as payor and payee, replacing, superseding and canceling the loans and advances made pursuant to (i) the Subordinated
Intercompany Notes among CPG International I Inc., as payee, and (A) Procell Decking Inc., as payor, in the original principal amount of $33.0 million, (B) Scranton Products Inc., as payor, in the original principal amount of
$33.5 million, (C) AZEK Building Products, Inc., as payor, in the original principal amount of $132.0 million and (D) Scranton Products Inc., as payor, in the original principal amount of $88.0 million and (ii) the
intercompany loans by CPG International Inc., CPG International I Inc., Scranton Products Inc., AZEK Building Products, Inc., Santana Products Inc., Sanatec Sub I Corporation, CPG Sub I Corporation, Vycom Corp. and Procell Decking Inc., as payors,
to CPG International Inc., CPG International I Inc., Scranton Products Inc., AZEK Building Products, Inc., Santana Products Inc., Sanatec Sub I Corporation, CPG Sub I Corporation, Vycom Corp. and Procell Decking Inc., as payees.













 Schedule III 

Intellectual Property 
 1. Patents,
Trademarks, Copyrights (Owned) 
 Please see attached schedules III(1), III(2), III(3) for list of material owned patents, trademarks and copyrights. 

2. Third Party IP Agreements 
 None. 












 Schedule III(1) 

Patents 
 U.S. PATENTS AND PATENT
APPLICATIONS 
  

																							
	Country	  	Owner	  	Title	 	Application No.	 	 	File Date	 	 	Patent No.	 	 	Issue Date	 	 	Status
	 US
	  	AZEK Building Products, Inc.	  	An Apparatus and Method for Edge Sealing of Foam Boards	 	 	12/390,037	 	 	 	2/20/2009	 	 	 	8,333,582	 	 	 	12/18/2012	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Apparatus and Method for Edge Sealing of Foam Boards	 	 	13/716,795	 	 	 	12/17/2012	 	 				 				 	Pending
	 US
	  	AZEK Canada, Inc.	  	Guard Rail System	 	 	09/994,736	 	 	 	11/28/2001	 	 	 	6,702,259	 	 	 	3/9/2004	 	 	Issued
	 US
	  	AZEK Canada, Inc.	  	Method of Assembling a Guard Rail	 	 	11/409,005	 	 	 	4/24/2006	 	 	 	7,472,482	 	 	 	1/6/2009	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Rail Assembly Having a Baluster Swing Bracket	 	 	12/836,685	 	 	 	7/15/2010	 	 	 	8,376,321	 	 	 	2/19/2013	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Screw Type Fastener	 	 	29/356,196	 	 	 	2/22/2010	 	 	 	D651,507	 	 	 	1/3/2012	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Universal Skirt Board	 	 	12/985,650	 	 	 	1/6/2011	 	 				 				 	Pending
	 US
	  	AZEK Building Products, Inc.	  	Water Barrier Trim	 	 	12/986,413	 	 	 	1/7/2011	 	 	 	8,347,567	 	 	 	1/8/2013	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Integrated Drip Edge	 	 	29/410,691	 	 	 	1/11/2012	 	 	 	D679,418	 	 	 	4/2/2013	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Water Barrier Trim	 	 	29/440,517	 	 	 	12/21/2012	 	 	 	D684,706	 	 	 	6/18/2013	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Interlocking Decorative Trim System	 	 	12/986,483	 	 	 	1/7/2011	 	 	 	8,375,660	 	 	 	2/19/2013	 	 	Issued


  
 -5- 














																							
	Country	  	Owner	  	Title	 	Application No.	 	 	File Date	 	 	Patent No.	 	 	Issue Date	 	 	Status
	 US
	  	AZEK Building Products, Inc.	  	Finish Grade Trim Base	 	 	29/410,009	 	 	 	1/3/2012	 	 	 	D679,420	 	 	 	4/2/2013	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Finish Grade Trim	 	 	29/410,010	 	 	 	1/3/2012	 	 	 	D679,421	 	 	 	4/2/2013	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Universal Bracket	 	 	12/819,430	 	 	 	6/21/2010	 	 	 	8,398,058	 	 	 	3/19/2013	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Screw Type Fastener Having an Unthreaded Shank	 	 	29/369,633	 	 	 	9/10/2010	 	 	 	D637,896	 	 	 	5/17/2011	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Bench and Planter Combination	 	 	13/347,024	 	 	 	1/10/2012	 	 				 				 	Pending
	 US
	  	AZEK Building Products, Inc.	  	Adjustable Gate	 	 	13/347,013	 	 	 	1/10/2012	 	 				 				 	Pending
	 US
	  	AZEK Building Products, Inc.	  	Deck Storage Bin System	 	 	13/347,002	 	 	 	1/10/2012	 	 				 				 	Pending
	 US
	  	AZEK Building Products, Inc.	  	Bracket	 	 	29/383,111	 	 	 	1/12/2011	 	 	 	D655,149	 	 	 	3/6/2012	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Spring Clip Method of use for Installing Railings	 	 	13/345,950	 	 	 	1/9/2012	 	 				 				 	Pending
	 US
	  	AZEK Building Products, Inc.	  	Bottom Rail Bracket Assembly	 	 	29/383,114	 	 	 	1/12/2011	 	 	 	D656,813	 	 	 	4/3/2012	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Retainer for Railings	 	 	29/386,040	 	 	 	2/24/2011	 	 	 	D669,340	 	 	 	10/23/2012	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Angle Shim	 	 	29/386,039	 	 	 	2/24/2011	 	 	 	D,679,574	 	 	 	4/9/2013	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Storage Tub	 	 	29/386,765	 	 	 	3/4/2011	 	 	 	D663,525	 	 	 	7/17/2012	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Siding Board	 	 	29/387,081	 	 	 	3/9/2011	 	 	 	D661,818	 	 	 	6/12/2012	 	 	Issued


  
 -6- 














																							
	Country	  	Owner	  	Title	 	Application No.	 	 	File Date	 	 	Patent No.	 	 	Issue Date	 	 	Status
	 US
	  	AZEK Building Products, Inc.	  	Lighted Railing and Similar Structures	 	 	13/345,970	 	 	 	1/9/2012	 	 	 	8,388,214	 	 	 	3/5/2013	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Light Strip for Railings	 	 	29/408,376	 	 	 	12/12/2011	 	 	 	D661,010	 	 	 	5/29/2012	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Crosshead Pediment	 	 	29/401,766	 	 	 	9/15/2011	 	 	 	D674,122	 	 	 	1/8/2013	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Crown Moulding	 	 	29/407,992	 	 	 	12/6/2011	 	 	 	D666,326	 	 	 	8/28/2012	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Universal Skirt Board	 	 	29/410,689	 	 	 	1/11/2012	 	 	 	D679,417	 	 	 	4/2/2013	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Interlocking Finish Trim	 	 	29/422,948	 	 	 	5/25/2012	 	 	 	D679,419	 	 	 	4/2/2013	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Interlocking Finish Trim Base	 	 	29/422,951	 	 	 	5/25/2012	 	 	 	D679,380	 	 	 	4/2/2013	 	 	Issued
	 US
	  	AZEK Building Products, Inc.	  	Column Panel	 	 	29/454,249	 	 	 	5/8/2013	 	 				 				 	Pending
	 US
	  	AZEK Building Products, Inc.	  	Column Panel	 	 	29/454,245	 	 	 	5/8/2013	 	 				 				 	Pending
	 US
	  	AZEK Building Products, Inc.	  	Column Panel	 	 	29/454,243	 	 	 	5/8/2013	 	 				 				 	Pending
	 US
	  	AZEK Building Products, Inc.	  	Corner Reinforcement for Building Trim	 	 	29/410,687	 	 	 	1/11/2012	 	 	 	D684,279	 	 	 	6/11/2013	 	 	Issued
	 US
	  	Scranton Products Inc.	  	Locker	 	 	12/505,017	 	 	 	7/17/2009	 	 	 	8,333,412	 	 	 	12/18/2012	 	 	Issued
	 US
	  	Scranton Products Inc.	  	Locker	 	 	08/196,660	 	 	 	2/10/1994	 	 	 	5,564,806	 	 	 	10/15/1996	 	 	Issued
	 US
	  	Scranton Products Inc.	  	Locker Door Retrofit Assembly	 	 	08/356,490	 	 	 	12/15/1994	 	 	 	5,595,426	 	 	 	1/21/1997	 	 	Issued
	 US
	  	Scranton Products Inc.	  	Locker Door Retrofit Assembly	 	 	08/754,496	 	 	 	11/20/1996	 	 	 	5,810,458	 	 	 	9/22/1998	 	 	Issued


  
 -7- 














																							
	Country	  	Owner	  	Title	 	Application No.	 	 	File Date	 	 	Patent No.	 	 	Issue Date	 	 	Status
	 US
	  	Scranton Products Inc.	  	Locker Door Retrofit Assembly	 	 	09/118,636	 	 	 	7/17/1998	 	 	 	5,951,126	 	 	 	9/14/1999	 	 	Issued
	 US
	  	Scranton Products Inc.	  	Fire Retarding Polypropylene Composition	 	 	09/004,374	 	 	 	1/8/1998	 	 	 	6,348,122	 	 	 	2/19/2002	 	 	Issued
	 US
	  	Scranton Products Inc.	  	Locker Retrofit Assembly	 	 	10/821,364	 	 	 	4/9/2004	 	 	 	7,409,805	 	 	 	8/12/2008	 	 	Issued
	 US
	  	Scranton Products Inc.	  	Locker Handle	 	 	29/358,631	 	 	 	3/30/2010	 	 	 	D653,932	 	 	 	2/14/2012	 	 	Issued
	 US
	  	Scranton Products	  	Hinge	 	 	29/410,443	 	 	 	1/9/2012	 	 				 				 	Pending
	 US
	  	Scranton Products Inc.	  	Thermoformed or Molded Partition	 	 	12/845,074	1 	 	 	07/28/2010	 	 				 				 	Pending
	 US
	  	Scranton Products Inc.	  	Clam Hinge	 	 	29/425,900	 	 	 	6/28/2012	 	 	 	D,679,570	 	 	 	4/9/2013	 	 	Issued
	 US
	  	TimberTech Limited	  	Synthetic Wood Post Cap	 	 	09/824,463	 	 	 	04/02/2001	 	 	 	6,662,515	 	 	 	12/16/2003	 	 	Issued
	 US
	  	TimberTech Limited	  	Deck Plank	 	 	08/752,813	 	 	 	11/21/1996	 	 	 	5,836,128	 	 	 	11/17/1998	 	 	Issued
	 US
	  	TimberTech Limited	  	Deck Plank	 	 	09/009,283	 	 	 	01/20/1998	 	 	 	6,131,355	 	 	 	10/17/2000	 	 	Issued
	 US
	  	TimberTech Limited	  	Deck Plank	 	 	09/162,626	 	 	 	09/29/1998	 	 	 	6,035,588	 	 	 	03/14/2000	 	 	Issued
	 US
	  	TimberTech Limited	  	Deck Plank	 	 	09/643,806	 	 	 	08/22/2000	 	 	 	6,272,808	 	 	 	08/14/2001	 	 	Issued
	 US
	  	TimberTech Limited	  	Method Of Manufacturing A Sacrificial Limb For A Deck Plank	 	 	09/413,385	 	 	 	10/06/1999	 	 	 	6,423,257	 	 	 	07/23/2002	 	 	Issued
	 US
	  	TimberTech Limited	  	Rail System And Method For Assembly	 	 	12/831,064	 	 	 	07/06/2010	 	 	 	8,167,275	 	 	 	05/01/2012	 	 	Issued
	 US
	  	TimberTech Limited	  	Rail System And Method For Assembly	 	 	13/461,496	 	 	 	05/01/2012	 	 				 				 	Pending
	 US
	  	TimberTech Limited	  	Fiberglass/Cellulosic Composite And Method For Molding	 	 	11/625,196	 	 	 	01/19/2007	 	 	 	7,743,567	 	 	 	6/29/2010	 	 	Issued
	 US
	  	TimberTech Limited	  	Methods Of Manufacturing A Lattice Having A Distressed Appearance	 	 	11/968,086	 	 	 	12/31/2007	 	 	 	8,074,339	 	 	 	12/13/2011	 	 	Issued

  

	1 	 CPG International Holdings LP intends to abandon this patent application. If and when the patent application is
abandoned, the patent application will effectively be removed from the schedules. 



  
 -8- 














																							
	Country	  	Owner	  	Title	 	Application No.	 	 	File Date	 	 	Patent No.	 	 	Issue Date	 	 	Status
	 US
	  	TimberTech Limited	  	Outdoor Deck Lighting System	 	 	12/049,938	 	 	 	03/17/2008	 	 	 	7,686,485	 	 	 	3/30/2010	 	 	Issued
	 US
	  	TimberTech Limited	  	Baluster Light System	 	 	12/049,967	 	 	 	03/17/2008	 	 	 	7,862,196	 	 	 	01/04/2011	 	 	Issued
	 US
	  	TimberTech Limited	  	Deck Lighting System	 	 	12/049,929	 	 	 	03/17/2008	 	 	 	7,661,837	 	 	 	2/16/2010	 	 	Issued
	 US
	  	TimberTech Limited	  	Stair Riser Light And Method For Installing Same	 	 	12/049,979	 	 	 	03/17/2008	 	 	 	7,934,848	 	 	 	5/3/2011	 	 	Issued
	 US
	  	TimberTech Limited	  	Bracketing System	 	 	11/843,646	 	 	 	08/22/2007	 	 	 	7,913,960	 	 	 	3/29/2011	 	 	Issued
	 US
	  	TimberTech Limited	  	Capped Component And Method For Forming	 	 	12/635,532	 	 	 	12/10/2009	 	 	 	8,460,797	 	 	 	6/11/2013	 	 	Issued
	 US
	  	TimberTech Limited	  	Compression Molding Of Synthetic Wood Material	 	 	08/739,416	 	 	 	10/29/1996	 	 	 	6,180,257	 	 	 	1/30/2001	 	 	Issued
	 US
	  	TimberTech Limited	  	Compression Molding Of Synthetic Wood Material	 	 	09/712,118	 	 	 	11/14/2000	 	 	 	6,511,757	 	 	 	1/28/2003	 	 	Issued
	 US
	  	TimberTech Limited	  	Foam Composite Wood Replacement Material	 	 	10/038,851	 	 	 	12/31/2001	 	 	 	6,590,004	 	 	 	07/08/2003	 	 	Issued
	 US
	  	TimberTech Limited	  	Cellulosic/Polymer Composite Material	 	 	10/802,467	 	 	 	03/17/2004	 	 	 	6,971,211	 	 	 	12/06/2005	 	 	Issued
	 US
	  	TimberTech Limited	  	Cellulose/Polyolefin Composite Pellet	 	 	10/001,530	 	 	 	10/25/2001	 	 	 	6,632,863	 	 	 	10/14/2003	 	 	Issued
	 US
	  	TimberTech Limited	  	Water Drainage System For A Deck	 	 	09/564,511	 	 	 	05/04/2000	 	 	 	6,393,785	 	 	 	05/28/2002	 	 	Issued
	 US
	  	TimberTech Limited	  	Renewable Surface For Extruded Synthetic Wood Material	 	 	08/735,334	 	 	 	10/22/1996	 	 	 	5,866,264	 	 	 	02/02/1999	 	 	Issued
	 US
	  	TimberTech Limited	  	Multilayer Synthetic Wood Component	 	 	09/854,894	 	 	 	05/14/2001	 	 	 	6,579,605	 	 	 	06/17/2003	 	 	Issued
	 US
	  	TimberTech Limited	  	Multilayer Synthetic Wood Component	 	 	10/421,156	 	 	 	04/23/2003	 	 	 	6,958,185	 	 	 	10/25/2005	 	 	Issued
	 US
	  	TimberTech Limited	  	Flexible Wood Composition	 	 	09/822,953	 	 	 	03/30/2001	 	 	 	6,617,376	 	 	 	09/09/2003	 	 	Issued
	 US
	  	TimberTech Limited	  	Thermally Cooled And Heated Decking	 	 	13/471,101	 	 	 	5/14/2012	 	 				 				 	Pending
	 US
	  	TimberTech Limited	  	Composite Component Having A Multilayer Cap	 	 	13/590,143	 	 	 	8/20/2012	 	 				 				 	Pending
	 US
	  	TimberTech Limited	  	Vinyl Based Cellulose Reinforced Composite	 	 	08/791,178	 	 	 	01/31/1997	 	 	 	6,011,091	 	 	 	01/04/2000	 	 	Issued
	 US
	  	TimberTech Limited	  	Vinyl Based Cellulose Reinforced Composite	 	 	09/439,677	 	 	 	11/15/1999	 	 	 	6,103,791	 	 	 	08/15/2000	 	 	Issued


  
 -9- 














																							
	Country	  	Owner	  	Title	 	Application No.	 	 	File Date	 	 	Patent No.	 	 	Issue Date	 	 	Status
	 US
	  	TimberTech Limited	  	Vinyl Based Cellulose Reinforced Composite	 	 	09/595,690	 	 	 	06/16/2000	 	 	 	6,248,813	 	 	 	06/19/2001	 	 	Issued
	 US
	  	TimberTech Limited	  	Variegated Asa Capstock	 	 	12/324,768	 	 	 	11/26/2008	 	 				 				 	Pending
	 US
	  	TimberTech Limited	  	Variegated Asa Capstock	 	 	61/696,476	 	 	 	09/04/2012	 	 				 				 	Pending
	 US
	  	TimberTech Limited	  	Extrusion Of Synthetic Wood Material	 	 	08/735,329	 	 	 	10/22/1996	 	 	 	6,117,924	 	 	 	09/12/2000	 	 	Issued
	 US
	  	TimberTech Limited	  	Extrusion Of Synthetic Wood Material	 	 	10/247,918	 	 	 	09/20/2002	 	 	 	6,984,676	 	 	 	01/10/2006	 	 	Issued
	 US
	  	TimberTech Limited	  	Balanced Cooling Of Extruded Synthetic Wood Material	 	 	08/735,323	 	 	 	10/22/1996	 	 	 	5,827,462	 	 	 	10/27/1998	 	 	Issued
	 US
	  	TimberTech Limited	  	Extrusion Of Synthetic Wood Material	 	 	08/741,846	 	 	 	10/31/1996	 	 	 	6,344,504	2 	 	 	02/05/2002	 	 	Issued
	 US
	  	TimberTech Limited	  	Extrusion Of Synthetic Wood Material Using	 	 	10/036,053	 	 	 	12/27/2001	 	 	 	6,498,205	 	 	 	12/24/2002	 	 	Issued
		  		  	Thermoplastic Material In Powder Form	 				 				 				 				 	
	 US
	  	TimberTech Limited	  	Cellulosic, Inorganic-Filled Plastic Composite	 	 	09/473,377	 	 	 	12/28/1999	 	 	 	6,337,138	 	 	 	01/08/2002	 	 	Issued
	 US
	  	TimberTech Limited	  	System For Drying And Processing Cellulosic Compounds	 	 	09/443,694	 	 	 	11/19/1999	 	 	 	6,409,952	 	 	 	06/25/2002	 	 	Issued
	 US
	  	Vast Enterprises, LLC	  	Method for installing a bounded paving system.	 	 	13/254,367	 	 	 	10/17/2011	 	 				 				 	Pending
	 US
	  	Vast Enterprises, LLC	  	Methods and devices for constructing a wall with brick facade	 	 	12/397,988	 	 	 	3/4/2009	 	 	 	8,316,616	 	 	 	11/27/2012	 	 	Issued
	 US
	  	Vast Enterprises, LLC	  	Structural paver decking assembly and method for same	 	 	12/717,856	 	 	 	03/4/2010	 	 	 	8,336,278	 	 	 	12/25/2012	 	 	Issued
	 US
	  	Vast Enterprises, LLC	  	Brick cutting apparatuses and methods	 	 	12/395,825	 	 	 	03/2/2009	 	 	 	8,251,052	 	 	 	08/28/2012	 	 	Issued
	 US
	  	Vast Enterprises, LLC	  	Method of installing a paving system	 	 	12/990,419	 	 	 	11/19/2010	 	 				 				 	Pending
	 US
	  	Vast Enterprises, LLC	  	Paver System	 	 	29281259	 	 	 	06/19/2007	 	 	 	D581549	 	 	 	11/25/2008	 	 	Issued
	 US
	  	Vast Enterprises, LLC	  	Paver system	 	 	11/435,319	 	 	 	05/16/2006	 	 	 	7,344,334	 	 	 	3/18/2008	 	 	Issued

  

	2 	 One of the named inventors for this patent, Terry Laver, worked for another company, Strandex Corporation. The
United States Patent and Trademark Office record shows that no assignment has been recorded from Mr. Laver for this patent and CPG International Inc. does not have an assignment from Mr. Laver. 



  
 -10- 













 NON-U.S. PATENTS AND PATENT APPLICATIONS 

 

																					
	Country	  	Owner	  	Title	 	Application No.	 	 	File Date	 	 	Patent No.	 	 	Issue Date	 	Status
	 CA
	  	AZEK Building Products, Inc.	  	An Apparatus and Method for Edge Sealing of Foam Boards	 	 	2,693,650	 	 	 	2/18/2010	 	 				 		 	Pending
	 CA
	  	AZEK Canada, Inc.	  	Guard Rail System	 	 	2,491,550	 	 	 	1/5/2005	 	 				 		 	Pending
	 CA
	  	AZEK Canada, Inc.	  	Guard Rail System	 	 	2,363,976	 	 	 	11/26/2001	 	 	 	2,363,976	 	 	4/26/2005	 	Issued
	 CA
	  	AZEK Building Products, Inc.	  	Rail Assembly Having a Baluster Swing Bracket	 	 	2,746,198	 	 	 	7/13/2011	 	 				 		 	Pending
	 CA
	  	AZEK Building Products, Inc.	  	Screw Type Fastener	 	 	136652	 	 	 	8/10/2010	 	 	 	136652	 	 	3/9/2011	 	Issued
	 CA
	  	AZEK Building Products, Inc.	  	Universal Bracket	 	 	2,743,379	 	 	 	6/16/2011	 	 				 		 	Pending
	 CN
	  	AZEK Building Products, Inc.	  	Universal Bracket	 	 	201110214555.2	 	 	 	6/21/2011	 	 				 		 	Pending
	 CA
	  	AZEK Building Products, Inc.	  	Screw Type Fastener Having Unthreaded Shank	 	 	137596	 	 	 	10/21/2010	 	 	 	137596	 	 	5/12/2011	 	Issued
	 CN
	  	AZEK Building Products, Inc.	  	Screw Type Fastener Having an Unthreaded Shank	 	 	201030589730.2	 	 	 	11/3/2010	 	 	 	ZL201030589730.2	 	 	4/13/2011	 	Issued
	 TW
	  	AZEK Building Products, Inc.	  	Screw Type Fastener Having Unthreaded Shank	 	 	099305915	 	 	 	11/18/2010	 	 	 	D146576	 	 	4/21/2012	 	Issued
	 CA
	  	AZEK Building Products, Inc.	  	Bracket	 	 	141284	 	 	 	7/12/2011	 	 	 	141284	 	 	2/24/2012	 	Issued
	 CA
	  	AZEK Building Products, Inc.	  	Bottom Rail Bracket	 	 	141283	 	 	 	7/12/2011	 	 	 	141283	 	 	2/24/2012	 	Issued


  
 -11- 














																							
	Country	  	Owner	  	Title	 	Application No.	 	 	File Date	 	 	Patent No.	 	 	Issue Date	 	 	Status
	 CA
	  	AZEK Building Products,	  	Retainer for Railings	 	 	141929	 	 	 	8/23/2011	 	 	 	141929	 	 	 	3/22/2012	 	 	Issued
		  	Inc.	  		 				 				 				 				 	
	 CA
	  	AZEK Building Products,	  	Angle Shim	 	 	141928	 	 	 	8/23/2011	 	 	 	141928	 	 	 	3/19/2012	 	 	Issued
		  	Inc.	  		 				 				 				 				 	
	 CA
	  	Scranton ProductsInc.	  	Locker	 	 	2,697,278	 	 	 	3/18/2010	 	 				 				 	Pending
	 DE
	  	Compression Polymers Corp.3	  	Fire Retarding Polypropylene Composition	 	 	199 82 451.7	 	 	 	1/8/1999	 	 	 	199 82 451.7	 	 	 	7/17/2008	 	 	Issued
	 CA
	  	Scranton Products Inc.	  	Locker Handle	 	 	136458	 	 	 	7/23/2010	 	 	 	136458	 	 	 	2/28/2011	 	 	Issued
	 CA
	  	Scranton Products Inc.	  	Thermoformed or Molded Partition	 	 	2,747,271	 	 	 	7/26/2011	 	 				 				 	Pending
	 MX
	  	Scranton Products Inc.	  	Thermoformed or Molded Partition	 	 	MX/a/2011/007953	 	 	 	7/27/2011	 	 				 				 	Pending
	 CA
	  	Scranton Products	  	Hinge	 	 	146232	 	 	 	6/28/2012	 	 				 				 	Pending
	 MX
	  	Scranton Products	  	Hinge	 	 	MX/f/2012/002091	 	 	 	10/8/2012	 	 				 				 	Pending
	 CA
	  	Scranton Products Inc.	  	Clam Hinge	 	 	148944	 	 	 	12/13/2012	 	 				 				 	Pending
	 MX
	  	Scranton Products Inc.	  	Clam Hinge	 	 	MX/f/2012/004085	 	 	 	12/19/2012	 	 				 				 	Pending

  

	3 	 To be transferred. 



  
 -12- 













 Schedule III(2) 

Trademarks 
  

U.S. TRADEMARK REGISTRATIONS AND APPLICATIONS 
  

															
	Country	  	Owner	  	Mark	  	Application
No.	  	File Date	  	Registration
No.	  	Registration
Date	  	Status
	US	  	AZEK Building Products, Inc.	  	AZEK	  	78/594,481	  	3/24/2005	  	3,068,158	  	3/14/2006	  	Registered
	US	  	AZEK Building Products, Inc.	  	AZEK	  	78/071,690	  	6/29/2001	  	2,696,724	  	3/11/2003	  	Registered
	US	  	AZEK Building Products, Inc.	  	PROCELL	  	77/225,010	  	7/9/2007	  	3,397,777	  	3/18/2008	  	Registered
	US	  	AZEK Building Products, Inc.	  	AZEK TRIM and Design	  	77/319,019	  	11/1/2007	  	3,495,156	  	9/2/2008	  	Registered
	US	  	AZEK Building Products, Inc.	  	AZEK Moulding and Design	  	77/319,029	  	11/1/2007	  	3,461,329	  	7/8/2008	  	Registered
	US	  	AZEK Building Products, Inc.	  	AZEK Deck and Design	  	77/319,059	  	11/1/2007	  	3,466,497	  	7/15/2008	  	Registered
	US	  	AZEK Building Products	  	Vintec	  	74/396,882	  	6/1/1993	  	1,821,342	  	2/15/1994	  	Registered
	US	  	AZEK Building Products	  	Celtec	  	73/646,733	  	2/17/1987	  	1,458,348	  	9/22/1987	  	Registered
	US	  	AZEK Building Products	  	Once You Look, It’s All You’ll See	  	78/487,138	  	9/21/2004	  	3,121,847	  	7/25/2006	  	Registered
	US	  	AZEK Building Products, Inc.	  	AZEK PORCH and Design	  	77/493,961	  	6/9/2008	  	3,569,527	  	2/3/2009	  	Registered
	US	  	AZEK Canada, Inc.	  	Fensations	  	76/644,936	  	8/15/2005	  	3,383,684	  	2/19/2008	  	Registered
	US	  	AZEK Building Products, Inc.	  	HARVEST COLLECTION	  	77/861,605	  	10/30/2009	  	3,868,585	  	10/26/2010	  	Registered
	US	  	AZEK Building Products, Inc.	  	KONA	  	77/861,614	  	10/30/2009	  	3,806,726	  	6/22/2010	  	Registered
	US	  	AZEK Building Products, Inc.	  	FAWN	  	77/861,622	  	10/30/2009	  	3,855,187	  	9/28/2010	  	Registered
	US	  	AZEK Building Products, Inc.	  	SEDONA	  	77/861,631	  	10/30/2009	  	3,892,034	  	12/21/2010	  	Registered


  
 -13- 














																							
	Country	  	Owner	  	Mark	  	Application
No.	 	  	File Date	 	  	Registration
No.	 	  	Registration
Date	 	  	Status
	US	  	AZEK Building Products, Inc.	  	TAHOE	  	 	77/861,643	 	  	 	10/30/2009	 	  	 	3,806,730	 	  	 	6/22/2010	 	  	Registered
	US	  	AZEK Building Products, Inc.	  	ARBOR COLLECTION	  	 	77/861,638	 	  	 	10/30/2009	 	  	 	3,806,729	 	  	 	6/22/2010	 	  	Registered
	US	  	AZEK Building Products, Inc.	  	ACACIA	  	 	77/861,650	 	  	 	10/30/2009	 	  	 	3,855,188	 	  	 	9/28/2010	 	  	Registered
	US	  	AZEK Building Products, Inc.	  	REDLAND ROSE	  	 	77/861,658	 	  	 	10/30/2009	 	  	 	3,892,035	 	  	 	12/21/2010	 	  	Registered
	US	  	AZEK Building Products, Inc.	  	MARIPOSA	  	 	85/958,134	 	  	 	6/12/2013	 	  				  				  	Pending
	US	  	AZEK Building Products, Inc.	  	MORADO	  	 	77/861,675	 	  	 	10/30/2009	 	  	 	3,855,189	 	  	 	9/28/2010	 	  	Registered
	US	  	AZEK Building Products, Inc.	  	COBRE	  	 	77/861,680	 	  	 	10/30/2009	 	  	 	3,877,979	 	  	 	11/16/2010	 	  	Registered
	US	  	AZEK Building Products, Inc.	  	SILVER OAK	  	 	77/861,684	 	  	 	10/30/2009	 	  	 	3,952,777	 	  	 	4/26/2011	 	  	Registered
	US	  	AZEK Building Products, Inc.	  	AZEK RAIL AND DESIGN	  	 	77/927,147	 	  	 	2/3/2010	 	  	 	3,844,774	 	  	 	9/7/2010	 	  	Registered
	US	  	AZEK Building Products, Inc.	  	MODENA	  	 	85/195,469	 	  	 	12/10/2010	 	  	 	3,997,331	 	  	 	7/19/2011	 	  	Registered
	US	  	AZEK Building Products, Inc.	  	VILLA	  	 	85/348,055	 	  	 	6/16/2011	 	  	 	4,090,685	 	  	 	1/24/2012	 	  	Registered
	US	  	AZEK Building Products, Inc.	  	OYSTER	  	 	85/551,141	 	  	 	2/23/2012	 	  	 	4,213,907	 	  	 	9/25/2012	 	  	Registered
	US	  	AZEK Building Products, Inc.	  	PREMIER RAILING	  	 	85/551,098	 	  	 	2/23/2012	 	  				  				  	Pending
	US	  	AZEK Building Products, Inc.	  	AZEK and Design	  	 	85/697,369	 	  	 	8/7/2012	 	  	 	4,323,511	 	  	 	4/23/2013	 	  	Registered
	US	  	CCP Holdings Inc.4	  	Premier Composite Railing & Deck	  	 	76/488,955	 	  	 	2/5/2003	 	  	 	3,382,299	 	  	 	2/12/2008	 	  	Registered
		  		  	and Design	  				  				  				  				  	
	US	  	Scranton Products Inc.	  	Poly-Mar HD	  	 	74/309,678	 	  	 	9/1/1992	 	  	 	1,785,556	 	  	 	8/3/1993	 	  	Registered
	US	  	Scranton Products Inc.	  	Poly-Marble HD	  	 	74/310,043	 	  	 	9/2/1992	 	  	 	1,781,445	 	  	 	7/13/1993	 	  	Registered

  

	4 	 To be transferred. 



  
 -14- 














																							
	Country	  	Owner	  	Mark	  	Application
No.	 	  	File Date	 	  	Registration
No.	 	  	Registration
Date	 	  	Status
	US	  	Scranton Products Inc.	  	Hiny Hiders	  	 	74/309,661	 	  	 	9/1/1992	 	  	 	1,772,990	 	  	 	5/25/1993	 	  	Registered
	US	  	Scranton Products Inc.	  	Hiny Hiders and Design	  	 	78/864,403	 	  	 	4/19/2006	 	  	 	3,293,859	 	  	 	9/18/2007	 	  	Registered
	US	  	Scranton Products Inc.	  	Sanatec	  	 	74/640,108	 	  	 	2/24/1995	 	  	 	1,951,251	 	  	 	1/23/1996	 	  	Registered
	US	  	Scranton Products Inc.	  	Protec	  	 	74/396,884	 	  	 	6/1/1993	 	  	 	1,821,344	 	  	 	2/15/1994	 	  	Registered
	US	  	Scranton Products Inc.	  	Flametec	  	 	75/905,554	 	  	 	1/25/2000	 	  	 	2,452,876	 	  	 	5/22/2001	 	  	Registered
	US	  	Scranton Products Inc.	  	Hitec	  	 	74/396,883	 	  	 	6/1/1993	 	  	 	1,833,834	 	  	 	5/3/1994	 	  	Registered
	US	  	Scranton Products Inc.	  	Tufftec Lockers	  	 	78/405,595	 	  	 	4/21/2004	 	  	 	2,947,960	 	  	 	5/10/2005	 	  	Registered
	US	  	Scranton Products Inc.	  	Playboard	  	 	78/283,720	 	  	 	8/6/2003	 	  	 	2,945,195	 	  	 	4/26/2005	 	  	Registered
	US	  	Scranton Products Inc.	  	Grip X	  	 	78/283,715	 	  	 	8/6/2003	 	  	 	2,945,194	 	  	 	4/26/2005	 	  	Registered
	US	  	Scranton Products Inc.	  	Seaboard	  	 	78/308,394	 	  	 	10/2/2003	 	  	 	2,930,670	 	  	 	3/8/2005	 	  	Registered
	US	  	Scranton Products Inc.	  	Kytec	  	 	75/910,088	 	  	 	1/26/2000	 	  	 	2,511,775	 	  	 	11/27/2001	 	  	Registered
	US	  	Scranton Products, Inc.	  	Ultra White	  	 	78/757,958	 	  	 	11/21/2005	 	  	 	3,186,396	 	  	 	12/19/2006	 	  	Registered
	US	  	Scranton Products, Inc.	  	COMTEC INDUSTRIES	  	 	85/058,293	 	  	 	6/9/2010	 	  	 	3,907,932	 	  	 	1/18/2011	 	  	Registered
	US	  	Scranton Products, Inc.	  	SCRANTON PRODUCTS AND DESIGN	  	 	85/062,238	 	  	 	6/14/2010	 	  	 	3,908,051	 	  	 	1/18/2011	 	  	Registered
	US	  	Scranton Products, Inc.	  	SCRANTON PRODUCTS	  	 	85/058,348	 	  	 	6/9/2010	 	  	 	3,871,769	 	  	 	11/2/2010	 	  	Registered
	US	  	Scranton Products, Inc.	  	VYCOM	  	 	85/058,299	 	  	 	6/9/2010	 	  	 	3,907,933	 	  	 	1/18/2011	 	  	Registered
	US	  	Scranton Products, Inc.	  	WHERE QUALITY MEETS PERFORMANCE	  	 	85/070,837	 	  	 	6/24/2010	 	  	 	3,908,104	 	  	 	1/18/2011	 	  	Registered
	US	  	Scranton Products, Inc.	  	VYCOM OLEFIN & PVC SOLUTIONS AND DESIGN	  	 	85/062,961	 	  	 	6/15/2010	 	  	 	3,908,054	 	  	 	1/18/2011	 	  	Registered


  
 -15- 














																							
	Country	  	Owner	  	Mark	  	Application
No.	 	  	File Date	 	  	Registration
No.	 	  	Registration
Date	 	  	Status
	US	  	Scranton Products, Inc.	  	POLYCARVE	  	 	85/070,828	 	  	 	6/24/2010	 	  	 	3,911,214	 	  	 	1/25/2011	 	  	Registered
	US	  	Scranton Products, Inc.	  	RESISTALL	  	 	85/116,708	 	  	 	8/26/2010	 	  	 	3,946,346	 	  	 	4/12/2011	 	  	Registered
	US	  	Scranton Products, Inc.	  	DesignBoard	  	 	85/428,383	 	  	 	9/21/2011	 	  	 	4,319,071	 	  	 	4/9/2013	 	  	Registered
	US	  	Scranton Products, Inc.	  	DURALIFE LOCKERS	  	 	85/650,695	 	  	 	6/13/2012	 	  	 	4397391	 	  	 	9/3/2013	 	  	Registered
	US	  	Scranton Products, Inc.	  	TUFFTEC	  	 	85939682	 	  	 	5/22/2013	 	  				  				  	Pending
	US	  	Scranton Products, Inc.	  	EX	  	 	85939710	 	  	 	5/22/2013	 	  				  				  	Pending
	US	  	Scranton Products, Inc.	  	ENDURABOND	  	 	85944758	 	  	 	5/29/2013	 	  				  				  	Pending
	US	  	Scranton Products, Inc.	  	ENDURALITE	  	 	85/796,381	 	  	 	12/6/2012	 	  				  				  	Pending
	US	  	TimberTech Limited	  	BUILDERBOARD	  	 	78/693,198	 	  	 	08/16/2005	 	  	 	3,178,753	 	  	 	11/28/2006	 	  	Registered
	US	  	TimberTech Limited	  	BUILDERRAIL	  	 	77/142,784	 	  	 	03/28/2007	 	  	 	3,412,440	 	  	 	04/15/2008	 	  	Registered
	US	  	TimberTech Limited	  	



	  	 	77/161,506	 	  	 	4/20/2007	 	  	 	3,415,387	 	  	 	04/22/2008	 	  	Registered
	US	  	TimberTech Limited	  	CONCEALOC	  	 	78/951,964	 	  	 	08/15/2006	 	  	 	3,433,341	 	  	 	05/20/2008	 	  	Registered
	US	  	TimberTech Limited	  	EARTHWOOD	  	 	78/646,899	 	  	 	06/09/2005	 	  	 	3,184,871	 	  	 	12/12/2006	 	  	Registered
	US	  	TimberTech Limited	  	EARTHWOOD EVOLUTIONS	  	 	85/012,497	 	  	 	04/13/2010	 	  	 	3,986,813	 	  	 	06/28/2011	 	  	Registered
	US	  	TimberTech Limited	  	FENCESCAPE	  	 	77/042,329	 	  	 	11/13/2006	 	  	 	3,382,509	 	  	 	02/12/2008	 	  	Registered
	US	  	TimberTech Limited	  	FLOORIZON	  	 	78/465,462	 	  	 	08/11/2004	 	  	 	3,163,622	 	  	 	10/24/2006	 	  	Registered
	US	  	TimberTech Limited	  	LESS WORK. MORE LIFE.	  	 	78/047,349	 	  	 	02/08/2001	 	  	 	2,652,749	 	  	 	11/19/2002	 	  	Registered
	US	  	TimberTech Limited	  	LOOKS BETTER. LASTS LONGER.	  	 	77/075,658	 	  	 	01/04/2007	 	  	 	3,450,242	 	  	 	06/17/2008	 	  	Registered


  
 -16- 














																							
	Country	  	Owner	  	Mark	  	Application
No.	 	  	File Date	 	  	Registration
No.	 	  	Registration
Date	 	  	Status
	US	  	TimberTech Limited	  	



	  	 	75/100,026	 	  	 	05/07/1996	 	  	 	2,112,994	 	  	 	11/11/1997	 	  	Registered
	US	  	TimberTech Limited	  	RADIANCERAIL	  	 	78/646,901	 	  	 	06/09/2005	 	  	 	3,216,481	 	  	 	03/06/2007	 	  	Registered
	US	  	TimberTech Limited	  	RADIANCERAIL EXPRESS	  	 	85/351,440	 	  	 	06/21/2011	 	  	 	4,108,138	 	  	 	03/06/2012	 	  	Registered
	US	  	TimberTech Limited	  	RELIABOARD	  	 	77/768,867	 	  	 	06/26/2009	 	  	 	3,874,378	 	  	 	11/09/2010	 	  	Registered
	US	  	TimberTech Limited	  	SECURE-MOUNT POST	  	 	77/840,457	 	  	 	10/02/2009	 	  	 	3,851,829	 	  	 	09/21/2010	 	  	Registered
	US	  	TimberTech Limited	  	TIMBERTECH	  	 	75/100,025	 	  	 	05/07/1996	 	  	 	2,112,993	 	  	 	11/11/1997	 	  	Registered
	US	  	TimberTech Limited	  	



	  	 	75/100,027	 	  	 	05/07/1996	 	  	 	2,112,995	 	  	 	11/11/1997	 	  	Registered
	US	  	TimberTech Limited	  	TOPLOC	  	 	85/063,944	 	  	 	06/16/2010	 	  	 	4,003,707	 	  	 	07/26/2011	 	  	Registered
	US	  	TimberTech Limited	  	TOPLOC	  	 	86/050308	 	  	 	08/28/2013	 	  				  				  	Pending
	US	  	TimberTech Limited	  	TWINFASCIA	  	 	78/465,460	 	  	 	08/11/2004	 	  	 	3,133,999	 	  	 	08/22/2006	 	  	Registered
	US	  	TimberTech Limited	  	TWINFINISH	  	 	78/205,132	 	  	 	01/20/2003	 	  	 	2,925,850	 	  	 	02/08/2005	 	  	Registered
	US	  	TimberTech Limited	  	TWINRISER	  	 	78/887,449	 	  	 	05/19/2006	 	  	 	3,321,644	 	  	 	10/23/2007	 	  	Registered
	US	  	TimberTech Limited	  	VALUPLANK	  	 	77/242,754	 	  	 	07/31/2007	 	  	 	3,728,937	 	  	 	12/22/2009	 	  	Registered
	US	  	TimberTech Limited	  	XLM	  	 	77/161,687	 	  	 	04/20/2007	 	  	 	3,412,485	 	  	 	04/15/2008	 	  	Registered
	US	  	TimberTech Limited	  	YOU’LL NEVER FIND WOOD	  	 	85/168,827	 	  	 	11/04/2010	 	  				  				  	Pending
		  		  	THIS GOOD	  				  				  				  				  	
	US	  	Vast Enterprises, LLC	  	



	  	 	77/205,254	 	  	 	6/13/2007	 	  	 	3,391,274	 	  	 	3/4/2008	 	  	Registered


  
 -17- 














																							
	Country	  	Owner	  	Mark	  	Application
No.	 	  	File Date	 	  	Registration
No.	 	  	Registration
Date	 	  	Status
	US	  	Vast Enterprises, LLC	  	Vast	  	 	77/205,159	 	  	 	6/13/2007	 	  	 	3,391,272	 	  	 	3/4/2008	 	  	Registered
	STATE - OH	  	TimberTech Limited	  	TIMBERTECH	  				  				  	 	1075726	 	  	 	5/4/1999	 	  	Registered
	STATE - PA	  	Santana Products Inc.	  	POLY - MARBLE HD	  	 	03-010685	 	  				  	 	2094359	 	  	 	6/12/1992	 	  	Registered
	STATE - PA	  	Santana Products Inc.	  	HINY HIDERS	  	 	03-010684	 	  				  	 	2094360	 	  	 	6/12/1992	 	  	Registered
	STATE - PA	  	Santana Products Inc.	  	POLY - MAR HD	  	 	03-010686	 	  				  	 	2094357	 	  	 	6/12/1992	 	  	Registered
	STATE - PA	  	Santana Products Inc.	  	SANTANA	  	 	01-103479	 	  				  	 	1614684	 	  	 	10/19/1990	 	  	Registered


  
 -18- 













 NON-U.S. TRADEMARK REGISTRATIONS AND APPLICATIONS 

 

																							
	Country	  	Owner	  	Mark	  	 Application

No.
	 	  	File Date	 	  	Registration
No.	 	  	Registration
Date	 	  	Status
	 ARGENTINA
	  	AZEK Building Products, Inc.	  	AZEK	  	 	2.835.124	 	  	 	6/30/2008	 	  	 	2.311.264	 	  	 	9/4/2009	 	  	Registered
	 AUSTRALIA
	  	AZEK Building Products, Inc.	  	AZEK	  	 	1247932	 	  	 	6/24/2008	 	  	 	1247932	 	  	 	6/24/2008	 	  	Registered
	 BERMUDA
	  	AZEK Building Products, Inc.	  	AZEK	  	 	48239	 	  	 	7/4/2008	 	  	 	48239	 	  	 	7/4/2008	 	  	Registered
	 BRAZIL
	  	AZEK Building Products, Inc.	  	AZEK	  	 	901047600	 	  	 	7/15/2008	 	  	 	901047600	 	  	 	11/9/2010	 	  	Registered
	 CANADA
	  	AZEK Building Products, Inc.	  	AZEK	  	 	1,331,590	 	  	 	1/17/2007	 	  	 	TMA711,762	 	  	 	4/14/2008	 	  	Registered
	 COSTA RICA
	  	AZEK Building Products, Inc.	  	AZEK	  	 	2008-6495	 	  	 	7/4/2008	 	  	 	183418	 	  	 	12/18/2008	 	  	Registered
	 DOMINICAN REPUBLIC
	  	AZEK Building Products, Inc.	  	AZEK	  	 	2008-28199	 	  	 	7/2/2008	 	  	 	169612	 	  	 	9/15/2008	 	  	Registered
	 EUROPEAN UNION (CTM)
	  	AZEK Building Products, Inc.	  	AZEK	  	 	005621149	 	  	 	1/17/2007	 	  	 	005621149	 	  	 	4/11/2008	 	  	Registered
	 INDIA
	  	AZEK Building Products, Inc.	  	AZEK	  	 	1702935	 	  	 	6/24/2008	 	  	 	1702935	 	  	 	11/22/2010	 	  	Registered
	 SOUTH KOREA
	  	AZEK Building Products, Inc.	  	AZEK	  	 	40-2008-0033534	 	  	 	7/8/2008	 	  	 	0791608	 	  	 	6/9/2009	 	  	Registered
	 MEXICO
	  	AZEK Building Products, Inc.	  	AZEK	  	 	830574	 	  	 	1/17/2007	 	  	 	1007487	 	  	 	10/22/2007	 	  	Registered
	 MEXICO
	  	AZEK Building Products, Inc.	  	AZEK	  	 	830575	 	  	 	1/17/2007	 	  	 	1007488	 	  	 	10/22/2007	 	  	Registered
	 NEW ZEALAND
	  	AZEK Building Products, Inc.	  	AZEK	  	 	791673	 	  	 	6/24/2008	 	  	 	791673	 	  	 	6/24/2008	 	  	Registered
	 RUSSIAN FEDERATION
	  	AZEK Building Products, Inc.	  	AZEK	  	 	2008720470	 	  	 	6/27/2008	 	  	 	383728	 	  	 	7/15/2009	 	  	Registered
	 SAUDI ARABIA
	  	AZEK Building Products, Inc.	  	AZEK	  	 	132336	 	  	 	6/28/2008	 	  	 	1108/24	 	  	 	11/15/2009	 	  	Registered
	 TURKEY
	  	AZEK Building Products, Inc.	  	AZEK	  	 	2008/37905	 	  	 	6/26/2008	 	  	 	2008/37905	 	  	 	7/28/2009	 	  	Registered


  
 -19- 














																							
	Country	  	Owner	  	Mark	  	 Application

No.
	 	  	File Date	 	  	Registration
No.	 	  	Registration
Date	 	  	Status
	 AUSTRALIA
	  	AZEK Building Products, Inc.	  	Procell	  	 	1216438	 	  	 	12/18/2007	 	  	 	1216438	 	  	 	12/18/2007	 	  	Registered
	 CANADA
	  	AZEK Building Products, Inc.	  	PROCELL	  	 	1,371,929	 	  	 	11/14/2007	 	  	 	TMA741,441	 	  	 	6/4/2009	 	  	Registered
	 CHILE
	  	AZEK Building Products, Inc.	  	PROCELL	  	 	802-327	 	  	 	1/9/2008	 	  	 	820.591	 	  	 	6/26/2008	 	  	Registered
	 CHINA
	  	AZEK Building Products, Inc.	  	PROCELL	  	 	6496593	 	  	 	1/7/2008	 	  	 	6496593	 	  	 	4/14/2010	 	  	Registered
	 EUROPEAN UNION (CTM)
	  	AZEK Building Products, Inc.	  	PROCELL	  	 	006552269	 	  	 	1/3/2008	 	  	 	006552269	 	  	 	10/8/2008	 	  	Registered
	 MEXICO
	  	AZEK Building Products, Inc.	  	PROCELL	  	 	905544	 	  	 	1/7/2008	 	  	 	1036971	 	  	 	4/28/2008	 	  	Registered
	 RUSSIAN
	  	AZEK Building Products, Inc.	  	PROCELL	  	 	2007740842	 	  	 	12/25/2007	 	  	 	374390	 	  	 	3/12/2009	 	  	Registered
	 FEDERATION TURKEY
	  	AZEK Building Products, Inc.	  	PROCELL	  	 	2007/68973	 	  	 	12/26/2007	 	  	 	200768973	 	  	 	12/26/2008	 	  	Registered
	 UKRAINE
	  	AZEK Building Products, Inc.	  	PROCELL	  	 	m200800121	 	  	 	1/8/2008	 	  	 	109320	 	  	 	7/10/2009	 	  	Registered
	 NEW ZEALAND
	  	Vycom Corp.	  	Vintec	  	 	230947	 	  	 	10/11/1993	 	  	 	230947	 	  	 	10/11/1993	 	  	Registered
	 NEW ZEALAND
	  	Vycom Corp.	  	Celtec	  	 	230946	 	  	 	10/11/1993	 	  	 	230946	 	  	 	10/11/1993	 	  	Registered
	 MEXICO
	  	Compression Polymers Corp.	  	Once You Look, It’s All You See	  	 	701,219	 	  	 	2/9/2005	 	  	 	905705	 	  	 	10/27/2005	 	  	Registered
	 MEXICO
	  	Compression Polymers Corp.	  	Once You Look, It’s All You’ll See	  	 	701,220	 	  	 	2/9/2005	 	  	 	905706	 	  	 	10/27/2005	 	  	Registered
	 WIPO
	  	Compression Polymers Corp.	  	Once You Look, It’s All You’ll See	  				  				  	 	854775	 	  	 	2/2/2005	 	  	Registered
	 CANADA
	  	AZEK Building Products, Inc.	  	HARVEST COLLECTION	  	 	1,478,846	 	  	 	4/28/2010	 	  	 	TMA793,919	 	  	 	3/25/2011	 	  	Registered
	 CANADA
	  	AZEK Building Products, Inc.	  	KONA	  	 	1,478,845	 	  	 	4/28/2010	 	  				  				  	Pending
	 CANADA
	  	AZEK Building Products, Inc.	  	TAHOE	  	 	1,478,847	 	  	 	4/28/2010	 	  	 	TMA793,914	 	  	 	3/25/2011	 	  	Registered
	 CANADA
	  	AZEK Building Products, Inc.	  	ARBOR COLLECTION	  	 	1,478,844	 	  	 	4/28/2010	 	  	 	TMA793,921	 	  	 	3/25/2011	 	  	Registered


  
 -20- 














																							
	Country	  	Owner	  	Mark	  	 Application

No.
	 	  	File Date	 	  	Registration
No.	 	  	Registration
Date	 	  	Status
	 CANADA
	  	AZEK Building Products, Inc.	  	COBRE	  	 	1,478,852	 	  	 	4/28/2010	 	  	 	TMA824,666	 	  	 	5/23/2012	 	  	Pending
	 CANADA
	  	AZEK Building Products, Inc.	  	AZEK RAIL & DESIGN	  	 	1,490,880	 	  	 	8/3/2010	 	  	 	TMA804,039	 	  	 	8/10/2011	 	  	Registered
	 CANADA
	  	AZEK Building Products, Inc.	  	TERRA COLLECTION	  	 	1,479,039	 	  	 	4/29/2010	 	  	 	TMA825,144	 	  	 	5/30/2012	 	  	Registered
	 CANADA
	  	AZEK Building Products, Inc.	  	MODENA	  	 	1,530,879	 	  	 	6/8/2011	 	  	 	TMA845,425	 	  	 	3/7/2013	 	  	Registered
	 MEXICO
	  	AZEK Building Products, Inc.	  	MODENA	  	 	1184783	 	  	 	6/8/2011	 	  	 	1251134	 	  	 	11/11/2011	 	  	Registered
	 CANADA
	  	AZEK Building Products, Inc.	  	OYSTER	  	 	1,587,038	 	  	 	7/20/2012	 	  				  				  	Pending
	 AUSTRALIA
	  	AZEK Building Products, Inc.	  	AZEK and Design	  	 	1537851	 	  	 	1/29/2013	 	  	 	1537851	 	  	 	5/29/2013	 	  	Registered
	 BRAZIL
	  	AZEK Building Products, Inc.	  	AZEK and Design	  	 	840410468	 	  	 	2/1/2013	 	  				  				  	Pending
	 CANADA
	  	AZEK Building Products, Inc.	  	AZEK and Design	  	 	1,613,153	 	  	 	2/7/2013	 	  				  				  	Pending
	 CHILE
	  	AZEK Building Products, Inc.	  	AZEK and Design	  	 	1.044.527	 	  	 	2/4/2013	 	  				  				  	Pending
	 COLOMBIA
	  	AZEK Building Products, Inc.	  	AZEK and Design	  	 	13-020244	 	  	 	2/4/2013	 	  				  				  	Pending
	 EUROPEAN UNION (CTM)
	  	AZEK Building Products, Inc.	  	AZEK and Design	  	 	011586691	 	  	 	2/6/2013	 	  	 	011586691	 	  	 	6/28/2013	 	  	Pending
	 CANADA
	  	AZEK Canada, Inc.	  	Fensations	  	 	1,267,897	 	  	 	8/10/2005	 	  	 	TMA678,451	 	  	 	12/12/2006	 	  	Registered
	 CANADA
	  	AZEK Canada, Inc.	  	TRADEMARK	  	 	1,281,331	 	  	 	11/30/2005	 	  	 	TMA731,442	 	  	 	12/23/2008	 	  	Registered
	 GERMANY
	  	Compression Polymers Corp.5	  	FLAME TEC	  	 	30055516	 	  	 	7/25/2000	 	  	 	30055516	 	  	 	4/2/2001	 	  	Registered
	 JAPAN
	  	Compression Polymers Group	  	FLAMETEC	  	 	2000-081494	 	  	 	7/24/2000	 	  	 	4445565	 	  	 	1/12/2001	 	  	Registered
	 AUSTRALIA
	  	Compression Polymers Corp.	  	Seaboard	  	 	996221	 	  	 	4/1/2004	 	  	 	996221	 	  	 	7/25/2005	 	  	Registered

  

	5 	 To be transferred. 



  
 -21- 














																							
	Country	  	Owner	  	Mark	  	Application
No.	 	  	File Date	 	  	Registration
No.	 	  	Registration
Date	 	  	Status
	CANADA	  	Compression Polymers Corp.	  	Seaboard	  	 	1,212,045	 	  	 	4/2/2004	 	  	 	657,224	 	  	 	1/24/2006	 	  	Registered
	INDIA	  	Compression Polymers Corp.	  	ONCE YOU LOOK, IT’S ALL YOU SEE	  	 	1342920	 	  	 	3/7/2005	 	  				  				  	Pending
	INDIA	  	Compression Polymers Corp.	  	ONCE YOU LOOK, IT’S ALL YOU SEE	  	 	1344691	 	  	 	3/15/2005	 	  	 	755388	 	  	 	09/24/2008	 	  	Registered
	MEXICO	  	Santana Products, Inc.	  	SANTANA	  	 	489723	 	  	 	6/8/2001	 	  	 	831700	 	  	 	4/21/2004	 	  	Registered
	MEXICO	  	Santana Products, Inc.	  	SANTANA	  	 	489724	 	  	 	6/8/2001	 	  	 	709333	 	  	 	7/30/2001	 	  	Registered
	MEXICO	  	Santana Products, Inc.	  	SANTANA	  	 	489725	 	  	 	6/8/2001	 	  	 	709334	 	  	 	7/30/2001	 	  	Registered
	CANADA	  	Scranton Products, Inc.	  	COMTEC INDUSTRIES	  	 	1,506,789	 	  	 	12/7/2010	 	  	 	TMA813,246	 	  	 	12/2/2011	 	  	Registered
	MEXICO	  	Scranton Products, Inc.	  	COMTEC INDUSTRIES	  	 	1141007	 	  	 	12/9/2010	 	  	 	1245484	 	  	 	10/19/2011	 	  	Registered
	CANADA	  	Scranton Products, Inc.	  	SCRANTON PRODUCTS & DESIGN	  	 	1,506,791	 	  	 	12/7/2010	 	  	 	TMA813,243	 	  	 	12/2/2011	 	  	Registered
	MEXICO	  	Scranton Products, Inc.	  	SCRANTON PRODUCTS AND DESIGN	  	 	1140105	 	  	 	12/7/2010	 	  	 	1245483	 	  	 	10/19/2011	 	  	Registered
	MEXICO	  	Scranton Products, Inc.	  	SCRANTON PRODUCTS AND	  	 	1140106	 	  	 	12/7/2010	 	  	 	1274898	 	  	 	3/23/2012	 	  	Registered
		  		  	DESIGN	  				  				  				  				  	
	CANADA	  	Scranton Products, Inc.	  	SCRANTON PRODUCTS	  	 	1,506,799	 	  	 	12/7/2010	 	  	 	TMA826,472	 	  	 	6/18/2012	 	  	Registered
	MEXICO	  	Scranton Products, Inc.	  	SCRANTON PRODUCTS	  	 	1140102	 	  	 	12/7/2010	 	  	 	1257584	 	  	 	12/12/2011	 	  	Registered
	MEXICO	  	Scranton Products, Inc.	  	SCRANTON PRODUCTS	  	 	1140103	 	  	 	12/7/2010	 	  	 	1257585	 	  	 	12/12/2011	 	  	Registered
	CANADA	  	Scranton Products, Inc.	  	VYCOM	  	 	1,506,786	 	  	 	12/7/2010	 	  	 	TMA813,244	 	  	 	12/2/2011	 	  	Registered
	CANADA	  	Scranton Products, Inc.	  	WHERE QUALITY MEETS PERFORMANCE	  	 	1,506,792	 	  	 	12/7/2010	 	  	 	TMA813,245	 	  	 	12/2/2011	 	  	Registered


  
 -22- 














																							
	Country	  	Owner	  	Mark	  	Application
No.	 	  	File Date	 	  	Registration
No.	 	  	Registration
Date	 	  	Status
	MEXICO	  	Scranton Products, Inc.	  	WHERE QUALITY MEETS PERFORMANCE	  	 	0065362	 	  	 	12/9/2010	 	  	 	67177	 	  	 	1/26/2012	 	  	Registered
	CANADA	  	Scranton Products, Inc.	  	V COM OLEFIN AND PVC SOLUTIONS & DESIGN	  	 	1,506,790	 	  	 	12/7/2010	 	  	 	TMA813,256	 	  	 	12/2/2011	 	  	Registered
	CANADA	  	Scranton Products, Inc.	  	CORRTEC	  	 	1,506,788	 	  	 	12/7/2010	 	  	 	TMA850172	 	  	 	5/3/2013	 	  	Registered
	MEXICO	  	Scranton Products, Inc.	  	CORRTEC	  	 	1140101	 	  	 	12/7/2010	 	  	 	1246307	 	  	 	10/21/2011	 	  	Registered
	CANADA	  	Scranton Products, Inc.	  	POLYCARVE	  	 	1,508,691	 	  	 	12/21/2010	 	  	 	TMA834,523	 	  	 	10/17/2012	 	  	Registered
	MEXICO	  	Scranton Products, Inc.	  	POLYCARVE	  	 	1168339	 	  	 	4/4/2011	 	  	 	1263484	 	  	 	1/27/2012	 	  	Registered
	MEXICO	  	Scranton Products, Inc.	  	CELTEC	  	 	1114618	 	  	 	8/25/2010	 	  	 	1198969	 	  	 	1/27/2011	 	  	Registered
	CANADA	  	Scranton Products, Inc.	  	RESISTALL	  	 	1,512,133	 	  	 	1/21/2011	 	  				  				  	Pending
	CANADA	  	Scranton Products, Inc.	  	DURALIFE LOCKER	  	 	1,606,485	 	  	 	12/13/2012	 	  				  				  	Pending
	MEXICO	  	Scranton Products, Inc.	  	DURALIFE LOCKER	  	 	1332658	 	  	 	12/10/2012	 	  				  				  	Pending
	CANADA	  	TimberTech Limited	  	BUILDERRAIL	  	 	1,342,127	 	  	 	04/04/2007	 	  	 	TMA745,614	 	  	 	08/18/2009	 	  	Registered
	CANADA	  	TimberTech Limited	  	



	  	 	1,357,918	 	  	 	07/31/2007	 	  	 	TMA803,183	 	  	 	07/29/2011	 	  	Registered
	CTM	  	TimberTech Limited	  	



	  	 	006154785	 	  	 	07/31/2007	 	  	 	006154785	 	  	 	08/18/2008	 	  	Registered
	CANADA	  	TimberTech Limited	  	CONCEALOC	  	 	1,331,854	 	  	 	01/18/2007	 	  	 	TMA705,772	 	  	 	01/25/2008	 	  	Registered
	CTM	  	TimberTech Limited	  	CONCEALOC	  	 	005937511	 	  	 	05/25/2007	 	  	 	005937511	 	  	 	04/25/2008	 	  	Registered
	CANADA	  	TimberTech Limited	  	DOCKSIDER	  	 	1,309,033	 	  	 	07/13/2006	 	  	 	TMA721,545	 	  	 	08/21/2008	 	  	Registered
	CTM	  	TimberTech Limited	  	DOCKSIDER	  	 	005204128	 	  	 	07/18/2006	 	  	 	005204128	 	  	 	07/05/2007	 	  	Registered
	CANADA	  	TimberTech Limited	  	EARTHWOOD	  	 	1,282,525	 	  	 	12/09/2005	 	  	 	TMA680,750	 	  	 	01/31/2007	 	  	Registered


  
 -23- 














																							
	Country	  	Owner	  	Mark	  	Application No.	 	  	File Date	 	  	Registration No.	 	  	Registration
Date	 	  	Status
	FRANCE	  	TimberTech Limited	  	EARTHWOOD	  	 	10/3728292	 	  	 	03/30/2010	 	  	 	103728292	 	  	 	12/08/2005	 	  	Registered
	GERMANY	  	TimberTech Limited	  	EARTHWOOD	  	 	302010000635.8/19	 	  	 	12/08/2005	 	  	 	302010000635	 	  	 	07/19/2010	 	  	Registered
	SPAIN	  	TimberTech Limited	  	EARTHWOOD	  	 	2907927/6	 	  	 	12/30/2009	 	  	 	2907927	 	  	 	06/02/2010	 	  	Registered
	UK	  	TimberTech Limited	  	EARTHWOOD	  	 	2535980	 	  	 	12/08/2005	 	  	 	2535980	 	  	 	05/21/2010	 	  	Registered
	BENELUX	  	TimberTech Limited	  	EARTHWOOD	  	 	0200970	 	  	 	12/08/2005	 	  	 	0200970	 	  	 	05/20/2010	 	  	Registered
	SPAIN	  	TimberTech Limited	  	TIMBERTECH CATALUNYA	  	 	2853148/5	 	  	 	11/19/2008	 	  	 	2853148/5	 	  	 	03/16/2009	 	  	Registered
	SPAIN	  	TimberTech Limited	  	



	  	 	2856393/X	 	  	 	12/12/2008	 	  	 	2856393/X	 	  	 	06/12/2009	 	  	Registered
	SPAIN	  	TimberTech Limited	  	 TIMBERTECH ESPAÑA. LESS WORK MORE LIFE
	  	 	2859139/9	 	  	 	01/13/2009	 	  	 	2859139/9	 	  	 	05/20/2009	 	  	Registered
	SPAIN	  	TimberTech Limited	  	TIMBERTECH ESPAÑA	  	 	2878862/1	 	  	 	06/04/2009	 	  	 	2878862/1	 	  	 	10/16/2009	 	  	Registered
	CANADA	  	TimberTech Limited	  	FENCESCAPE	  	 	1,337,089	 	  	 	02/27/2007	 	  	 	TMA713,281	 	  	 	05/01/2008	 	  	Registered
	CANADA	  	TimberTech Limited	  	FLOORIZON	  	 	1,350,127	 	  	 	06/04/2007	 	  	 	TMA721,739	 	  	 	08/22/2008	 	  	Registered
	CANADA	  	TimberTech Limited	  	RADIANCERAIL	  	 	1,282,522	 	  	 	12/09/2005	 	  	 	TMA680,751	 	  	 	01/31/2007	 	  	Registered
	CTM	  	TimberTech Limited	  	RADIANCERAIL	  	 	004772381	 	  	 	12/08/2005	 	  	 	004772381	 	  	 	12/14/2006	 	  	Registered
	NEW
ZEALAND	  	TimberTech Limited	  	TIMBERTECH	  	 	679568	 	  	 	05/23/2003	 	  	 	679568	 	  	 	05/23/2003	 	  	Registered
	BRAZIL	  	TimberTech Limited	  	TIMBERTECH	  	 	820405132	 	  	 	11/24/1997	 	  	 	820405132	 	  	 	03/27/2001	 	  	Registered
	BRAZIL	  	TimberTech Limited	  	



	  	 	820405124	 	  	 	11/24/1997	 	  	 	820405124	 	  	 	03/27/2001	 	  	Registered
	CANADA	  	TimberTech Limited	  	TIMBERTECH	  	 	1,017,584	 	  	 	06/02/1999	 	  	 	638,171	 	  	 	04/22/2005	 	  	Registered


  
 -24- 














																							
	Country	  	Owner	  	Mark	  	Application
No.	 	  	File Date	 	  	Registration
No.	 	  	Registration
Date	 	  	Status
	CANADA	  	TimberTech Limited	  	



	  	 	1,017,585	 	  	 	06/02/1999	 	  	 	TMA647,133	 	  	 	09/01/2005	 	  	Registered
	CTM	  	TimberTech Limited	  	TIMBERTECH	  	 	000671347	 	  	 	11/05/1997	 	  	 	000671347	 	  	 	04/23/1999	 	  	Registered
	CTM	  	TimberTech Limited	  	



	  	 	000671453	 	  	 	11/05/1997	 	  	 	000671453	 	  	 	03/22/1999	 	  	Registered
	JAPAN	  	TimberTech Limited	  	



	  	 	53136/99	 	  	 	06/15/1999	 	  	 	04450396	 	  	 	02/02/2001	 	  	Registered
	CANADA	  	TimberTech Limited	  	TWINFINISH	  	 	1,282,526	 	  	 	12/09/2005	 	  	 	TMA683,521	 	  	 	03/13/2007	 	  	Registered
	CTM	  	TimberTech Limited	  	TWINFINISH	  	 	004772951	 	  	 	12/08/2005	 	  	 	004772951	 	  	 	12/14/2006	 	  	Registered
	CANADA	  	TimberTech Limited	  	VALUPLANK	  	 	1,379,650	 	  	 	01/17/2008	 	  	 	TMA744,955	 	  	 	08/10/2009	 	  	Registered
	CTM	  	TimberTech Limited	  	VALUPLANK	  	 	006545479	 	  	 	12/28/2007	 	  	 	006545479	 	  	 	11/27/2009	 	  	Registered
	CANADA	  	TimberTech Limited	  	XLM	  	 	1,357,920	 	  	 	07/31/2007	 	  	 	TMA775,140	 	  	 	08/20/2010	 	  	Registered
	CTM	  	TimberTech Limited	  	XLM	  	 	006154082	 	  	 	07/31/2007	 	  	 	006154082	 	  	 	08/18/2008	 	  	Registered
	CANADA	  	TimberTech Limited	  	EVOLUTIONS RAIL	  	 	1,588,040	 	  	 	07/30/2012	 	  				  				  	Pending
	CTM	  	TimberTech Limited	  	EVOLUTIONS RAIL	  	 	011092186	 	  	 	08/06/2012	 	  	 	011092186	 	  	 	12/28/2012	 	  	Registered
	UAE	  	TimberTech Limited	  	TIMBERTECH & DEVICE (in black & white)	  	 	179982	 	  	 	09/30/2012	 	  				  				  	Pending
	UNITED
KINGDOM	  	Vycom Corp.	  	CELTEC	  	 	1,547,946	 	  	 	9/16/1993	 	  	 	1,547,946	 	  	 	12/04/1998	 	  	Registered
	AUSTRALIA	  	Vycom Corp.	  	CELTEC	  	 	613822	 	  	 	10/14/1993	 	  	 	A613822	 	  	 	12/20/1994	 	  	Registered
	AUSTRALIA	  	Vycom Corp.	  	VINTEC	  	 	613823	 	  	 	10/14/1993	 	  	 	A613823	 	  	 	12/20/1994	 	  	Registered


  
 -25- 













 Schedule III(3) 

U.S. COPYRIGHT REGISTRATIONS AND APPLICATIONS 
  

									
	Country	  	Record Owner	  	Copyright Title	  	Registration Number	  	Registration Date
	United States	  	AZEK Building Products, Inc.	  	Azek Trimboards installation guidelines.	  	TX0006265403	  	01/18/2006
	United States	  	AZEK Building Products, Inc.	  	Azek Trimboards limited warranty.	  	TX0006265404	  	01/18/2006

 NON-U.S. COPYRIGHT REGISTRATIONS AND APPLICATIONS 

None. 
 REGISTERED DOMAIN NAMES 

 

 azek.biz 
 azek.com

 azek.info 
 azek.net 

azek.us 
 azekbuildingproducts.com 

azekdeck.com 
 azekdecking.com 

azekindustries.com 
 azeksucks.biz 

azeksucks.com 
 azeksucks.info 

azeksucks.net 
 azeksucks.org 

azeksucks.us 
 azektrimboardssuck.biz 

azektrimboardssuck.com 
 azektrimboardssuck.info 

azektrimboardssuck.net 
 azektrimboardssuck.org 

azektrimboardssuck.us 
 azektrimboardssucks.biz 

azektrimboardssucks.com 
 azektrimboardssucks.info 

azektrimboardssucks.net 
 azektrimboardssucks.org 

azektrimboardssucks.us 
 azektrimboardsucks.biz 

azektrimboardsucks.com 
 azektrimboardsucks.info



 azektrimboardsucks.org 

azektrimboardsucks.us 
 azekworldwide.com 

celtecmarine.com 
 celtecmarine.us 

composatron.com 
 compressionpolymers.biz 

compressionpolymers.com 
 compressionpolymers.net 

compressionpolymers.org 
 compressionpolymers.us 

compressionpolymerscorp.biz 
 compressionpolymerscorp.com 

compressionpolymerscorp.info 
 compressionpolymerscorp.net 

compressionpolymerscorp.org 
 compressionpolymerscorp.us 

comtecindustries.biz 
 comtecindustries.com 

comtecindustries.info 
 comtecindustries.net 

comtecindustries.org 
 comtecindustries.us 

cpcorp.biz cpcorp.info 
 cpcorp.us
cpg-int.com 
 cpg-vycom.biz 

cpg-vycom.com 
 cpg-vycom.net 


 cpg-vycom.org 

cpg-vycom.us 

cpggreeninitiative.com 
 cpggreeninitiative.net 

cpgint.com 
 cpgintsustainability.com 

cpgintsustainability.net 
 cpgsustainabilitymission.com 

cpgsustainabilitymission.net 
 dieblock.com 

dieblok.com 
 hinyhider.com 

hinyhiders.com 
 hyzek.com hyzek.net 

procelldeck.com 
 procelldecking.com 

procelldecks.com 
 santanaproducts.com 

scranton-products.com 
 scrantonprod.com 

scrantonproducts.com 
 seaboard-marine.com 

timbertech.com 
 vycom.biz 

vycom.info 
 vycom.org 

vycom.us 
 vycomcorp.com 

vycomcorp.info 

 


  
 -26- 













 
 vycomcorp.net 

vycomcorp.org 
 vycomcorp.us 

cpgdirect.com 
 azekdirect.com 

builderrail.com 
 concealoc.com 

concealock.com 
 discoverrail.com 

dogsondecks.com 
 earthwoodevolutions.com 

extremelowmaintenance.com 
 fencescape.com 

floorizon.com 
 lessworkmorelife.com 

radiancerail.com 
 securemountpost.com 

timbertech.com 
 timbertechcontractor.com 

 



 timbertechglobaldirect.com 

timbertechpress.com 
 timbertechpro.com 

timbertechstore.com 
 twinfinish.com 

deckedoutforlife.com 
 evolutionsrail.com 

fencescapedirect.com 
 fencescaping.com 

fencingscape.com 
 radiancerailexpress.com 

styleselectiondeck.com 
 styleselectiondecking.com 

styleselectionrail.com 
 styleselectionrailing.com 

styleselectionsdeck.com 
 styleselectionsdecking.com 

styleselectionsdecking.net 
 styleselectionsrail.com 

 



 styleselectionsrailing.com 

timbertechdirect.com 
 timbertechfencescape.com 

timbertechfencing.com 
 timbertech.ie 

timbertech.cl 
 timbertech.co.cr 

timbertech.com.co 
 timbertech.com.pa 

timbertech.co.za 
 timbertechdeutschland.de 

timbertechoesterreich.at 
 timbertechschweiz.ch 

timberech.com.br 
 timbertech.pt 

timbertechespana.es 
 timbertechespana.es 

timbertech.fr 

 


  
 -27- 













 Schedule IV 

Filing Jurisdictions 
  

			
	 Entity
	  	 Filing Jurisdiction

	 CPG International Inc.
	  	Delaware
	 CPG International I Inc.
	  	Delaware
	 Vycom Corp.
	  	Delaware
	 Scranton Products Inc.
	  	Delaware
	 Sanatec Sub I Corporation
	  	Delaware
	 Santana Products Inc.
	  	Delaware
	 AZEK Building Products, Inc.
	  	Delaware
	 TimberTech Limited
	  	Ohio
	 Procell Decking Inc.
	  	Delaware
	 VAST Enterprises, LLC
	  	Minnesota
	 CPG Sub I Corporation
	  	Delaware
	 CPG Newco LLC
	  	Delaware

  

  
 -28- 













 Schedule V 

Commercial Tort Claims 

None. 

  
 -29- 













 Schedule VI 

Matters Relating to Accounts and Inventory 

None. 

  
 -30- 













 Schedule VII 

Jurisdictions of Organization, Locations of Chief Executive Offices 

 

							
	 Entity
	  	 Jurisdiction of
Organization
	  	Identification
Number	  	 Location of Chief Executive Office

	 CPG International Inc.
	  	Delaware	  	3937658	  	 888 N. Keyser Avenue

Scranton, PA 18504

	 CPG International I Inc.
	  	Delaware	  	3953009	  	 888 N. Keyser Avenue

Scranton, PA 18504

	 Vycom Corp.
	  	Delaware	  	4068646	  	 888 N. Keyser Avenue

Scranton, PA 18504

	 Scranton Products Inc.
	  	Delaware	  	3359187	  	 888 N. Keyser Avenue

Scranton, PA 18504

	 Sanatec Sub I Corporation
	  	Delaware	  	4068653	  	 888 N. Keyser Avenue

Scranton, PA 18504

	 Santana Products Inc.
	  	Delaware	  	3564527	  	 888 N. Keyser Avenue

Scranton, PA 18504

	 AZEK Building Products, Inc.
	  	Delaware	  	3359183	  	 888 N. Keyser Avenue

Scranton, PA 18504

	 TimberTech Limited
	  	Ohio	  	1047360	  	 894 Prairie Avenue

Wilmington, OH 45177

	 Procell Decking Inc.
	  	Delaware	  	4068656	  	 888 N. Keyser Avenue

Scranton, PA 18504

	 VAST Enterprises, LLC
	  	Minnesota	  	20-4245524	  	 1828 Marshall Street N.E., Suite 15A,

Minneapolis, MN 55418

	 CPG Sub I Corporation
	  	Delaware	  	4068643	  	 888 N. Keyser Avenue

Scranton, PA 18504

	 CPG Newco LLC
	  	Delaware	  	5384228	  	 888 N. Keyser Avenue

Scranton, PA 18504



  
 -31- 













 Exhibit I 

to Guarantee and 
 Collateral
Agreement1 
 SUPPLEMENT
NO.                dated as
of                        (this “Supplement”), to the ABL Guarantee and Collateral Agreement dated as of
September 30, 2013 (the “Guarantee and Collateral Agreement”), among CPG MERGER SUB LLC, a Delaware limited liability company (prior to the consummation of the Acquisition, the “Borrower”), CPG NEWCO LLC
(“Holdings”) and each other Subsidiary of Holdings that, in each case, becomes a party to the Guarantee and Collateral Agreement after the Closing Date (each, a “Subsidiary Loan Party”) and DEUTSCHE BANK AG NEW YORK
BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein). 

A. Reference is made to the ABL Credit Agreement dated as of September 30, 2013 (as amended, restated, supplemented, waived or otherwise
modified from time to time, the “Credit Agreement”), among the Borrower, the Co-Borrowers party thereto from time to time, the lenders party thereto from time to time (the
“Lenders”), the Administrative Agent and the Collateral Agent for the Lenders and the other parties from time to time thereto. 

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and
the Guarantee and Collateral Agreement referred to therein. 
 C. The Pledgors have entered into the Guarantee and Collateral Agreement in
order to induce the Lenders to make Loans, each Issuing Bank to issue Letters of Credit and each Agent and Lender and their respective Affiliates to extend financial accommodations pursuant to any Specified Hedge Agreement or any agreement
constituting a Cash Management Obligation under the Credit Agreement. Section 7.16 of the Guarantee and Collateral Agreement provides that [Holdings and] 2 additional Subsidiaries of Holdings may become Subsidiary Loan Parties under the
Guarantee and Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. [Holdings and] The undersigned Subsidiary (the “New Guarantor”) is executing this Supplement in accordance with the
requirements of the Credit Agreement to become a Subsidiary Loan Party under the Guarantee and Collateral Agreement in order to induce the Lenders to make additional Loans, each Issuing Bank to issue additional Letters of Credit and each Agent and
Lender and their respective Affiliates to extend financial accommodations pursuant to any Specified Hedge Agreement or any agreement constituting a Cash Management Obligation (if available under the Credit Agreement), and as consideration for any
such financial accommodations previously made or issued under the Credit Agreement. 
 Accordingly, the Administrative Agent and the New
Guarantor agree as follows: 
 SECTION 1. In accordance with Section 7.16 of the Guarantee and Collateral Agreement, the New Guarantor
by its signature below becomes a Subsidiary Loan Party, a Guarantor and a Pledgor under the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Subsidiary Loan Party, a Guarantor and a Pledgor, and
the New Guarantor hereby (a) agrees to all the terms and provisions of the Guarantee and Collateral Agreement applicable to it as a Subsidiary Loan 

 

	1 	 At any time that the ABL/Term Loan Intercreditor Agreement is outstanding, language to be inserted regarding
joinder to such agreement. 



	2 	 Modify accordingly if executed by Holdings. 



  
 Exhibit I-1 













 Party, a Guarantor and a Pledgor thereunder and (b) represents and warrants that the representations
and warranties made by it as a Guarantor and a Pledgor thereunder are true and correct, in all material respects, on and as of the date hereof. In furtherance of the foregoing, the New Guarantor, as security for the payment and performance in full
of the Obligations (as defined in the Guarantee and Collateral Agreement), does hereby create and grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in and Lien on all the New Guarantor’s right, title
and interest in and to the Collateral (as defined in the Guarantee and Collateral Agreement) of the New Guarantor. Each reference to a “Subsidiary Loan Party,” a “Guarantor,” or a “Pledgor” in the Guarantee and
Collateral Agreement shall be deemed to include the New Guarantor. The Guarantee and Collateral Agreement is hereby incorporated herein by reference. 

SECTION 2. The New Guarantor represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been
duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization,
fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied
covenants of good faith and fair dealing. 
 SECTION 3. This Agreement may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute but one contract. This Supplement shall become effective when (a) the Administrative Agent shall have received a counterpart of this Supplement that bears the
signature of the New Guarantor and (b) the Agents have executed a counterpart hereof. 
 SECTION 4. The New Guarantor hereby represents
and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of all the Pledged Securities of the New Guarantor as of the date hereof, (b) set forth on Schedule II attached hereto is a true and
correct schedule of all of the material Patents, Trademarks and Copyrights of the New Guarantor as of the date hereof, (c) set forth on Schedule III attached hereto is a true and correct schedule of all Commercial Tort Claims of the New
Guarantor individually in excess of $5.0 million as of the date hereof and (d) set forth under its signature hereto, is the true and correct legal name of the New Guarantor, its jurisdiction of formation and the location of its chief
executive office. 
 SECTION 5. Except as expressly supplemented hereby, the Guarantee and Collateral Agreement shall remain in full force
and effect. 
 SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 7. In the event any one or more of the provisions
contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee and Collateral Agreement shall not in any way
be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions. 
 SECTION 8. All communications and notices hereunder shall be in writing and given as provided in
Section 7.01 of the Guarantee and Collateral Agreement. 

  
 Exhibit I-2 













 SECTION 9. The New Guarantor agrees to reimburse the Administrative Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including the reasonable fees, disbursements and other charges of counsel for the Administrative Agent. 

IN WITNESS WHEREOF, the New Guarantor and the Agents have duly executed this Supplement to the Guarantee and Collateral Agreement as of the
day and year first above written. 
  

			
	 [Name of New Guarantor]

		
	By:	 	Name:
		 	 Title:

	
	Legal Name:
	
	 Jurisdiction of Formation:

	
	 Location of Chief Executive Office:

	
	 DEUTSCHE BANK AG NEW YORK BRANCH, as

	 Administrative Agent and Collateral Agent

		
	By:	 	Name:
		 	Title:



  
 Exhibit I-3 













 Schedule I 

to Supplement No.         to the 

Guarantee and 
 Collateral Agreement

 Pledged Securities of the New Guarantor 

EQUITY INTERESTS 
  

							
	 Number of Issuer

Certificate
	  	 Registered Owner
	  	 Number and Class of

Equity Interest
	  	 Percentage of Equity Interests



DEBT SECURITIES 
  

							
	 Issuer
	  	 Principal Amount
	  	 Date of Note
	  	 Maturity Date



  
 Schedule I-1 













 Schedule II 

to Supplement No.        to the 

Guarantee and 
 Collateral Agreement

 PATENTS, TRADEMARKS AND COPYRIGHTS 

  
 Schedule II-1 













 Schedule III 

to Supplement No.         to the 

Guarantee and 
 Collateral Agreement

 COMMERCIAL TORT CLAIMS 

  
 Schedule III-1