EX-10.5



 Exhibit 10.5 
 GUARANTY AND SECURITY AGREEMENT 
 This GUARANTY AND SECURITY
AGREEMENT (this “Agreement”), dated as of January 31, 2013, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the
form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in
its capacity as administrative agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”). 

W I T N E S S E T H: 
 WHEREAS, pursuant to that certain Debtor-in-Possession Credit Agreement of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit
Agreement”) by and among School Specialty, Inc., a Wisconsin corporation (“Parent”), ClassroomDirect.com, LLC, a Delaware limited liability company (“ClassroomDirect”), Sportime, LLC, a Delaware limited
liability company (“Sportime”), Delta Education, LLC, a Delaware limited liability company (“Delta Education”), Premier Agendas, Inc., a Washington corporation (“Premier Agendas”), Childcraft
Education Corp., a New York corporation (“Childcraft”), Bird-in-Hand Woodworks, Inc., a New Jersey corporation (“Bird-in-Hand”), Califone International, Inc., a Delaware corporation (“Califone”;
together with Parent, ClassroomDirect, Sportime, Delta Education, Premier Agendas, Childcraft and Bird-in-Hand, the “Borrowers” and each a “Borrower”), the lenders party thereto as “Lenders” (each of such
Lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), Agent, and WFCF and General Electric Capital Corporation, a Delaware corporation, as co-collateral agents (the
“Co-Collateral Agents” and each a “Co-Collateral Agent”), the Lender Group has agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof;
and 
 WHEREAS, Agent has agreed to act as agent for the benefit of the Lender Group and the Bank Product Providers in
connection with the transactions contemplated by the Credit Agreement and this Agreement; 
 WHEREAS, in order to induce
the Lender Group to enter into the Credit Agreement and the other Loan Documents, to induce the Bank Product Providers to enter into the Bank Product Agreements, and to induce the Lender Group and the Bank Product Providers to make financial
accommodations to Borrowers as provided for in the Credit Agreement, the other Loan Documents and the Bank Product Agreements, (a) each Grantor (other than Borrowers) has agreed to guaranty the Guarantied Obligations, and (b) each Grantor
has agreed to grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a continuing security interest in and to the Collateral in order to secure the prompt and complete payment, observance and performance of, among other
things, the Secured Obligations; and 
 WHEREAS, each Grantor (other than Borrowers) is an Affiliate of Borrowers and, as
such, will benefit by virtue of the financial accommodations extended to Borrowers by the Lender Group. 







 NOW, THEREFORE, for and in consideration of the recitals made above and other good
and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Definitions; Construction. 
 (a) All initially capitalized terms used
herein (including in the preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the Credit Agreement (including Schedule 1.1 thereto). Any terms (whether capitalized or lower case) used in this Agreement
that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein or in the Credit Agreement; provided that to the extent that the Code is used to define any term used herein and if such term
is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern. In addition to those terms defined elsewhere in this Agreement, as used in this Agreement, the following terms
shall have the following meanings: 
 (i) “Account” means an account (as that term is defined in Article 9 of
the Code). 
 (ii) “Account Debtor” means an account debtor (as that term is defined in the Code). 

(iii) “Agent” has the meaning specified therefor in the preamble to this Agreement. 

(iv) “Agent’s Lien” has the meaning specified therefor in the Credit Agreement. 

(v) “Agreement” has the meaning specified therefor in the preamble to this Agreement. 

(vi) “Bank Product Obligations” has the meaning specified therefor in the Credit Agreement. 

(vii) “Bank Product Provider” has the meaning specified therefor in the Credit Agreement. 

(viii) “Books” means books and records (including each Grantor’s Records indicating, summarizing, or evidencing
such Grantor’s assets (including the Collateral) or liabilities, each Grantor’s Records relating to such Grantor’s business operations or financial condition, and each Grantor’s goods or General Intangibles related to such
information). 
 (ix) “Borrower” has the meaning specified therefor in the recitals to this Agreement.

 (x) “Cash Equivalents” has the meaning specified therefor in the Credit Agreement. 

  
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 (xi) “Chattel Paper” means chattel paper (as that term is defined in the
Code), and includes tangible chattel paper and electronic chattel paper. 
 (xii) “Code” means the New York
Uniform Commercial Code, as in effect from time to time; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, priority, or remedies with respect to Agent’s
Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other
jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies. 

(xiii) “Collateral” has the meaning specified therefor in Section 3. 

(xiv) “Collections” has the meaning specified therefor in the Credit Agreement. 

(xv) “Commercial Tort Claims” means commercial tort claims (as that term is defined in the Code), and includes those
commercial tort claims listed on Schedule 1. 
 (xvi) “Control Agreement” has the meaning specified
therefor in the Credit Agreement. 
 (xvii) “Controlled Account” has the meaning specified therefor in
Section 7(k). 
 (xviii) “Controlled Account Agreements” means those certain cash management
agreements, in form and substance reasonably satisfactory to Agent, each of which is executed and delivered by a Grantor, Agent, and one of the Controlled Account Banks. 
 (xix) “Controlled Account Bank” has the meaning specified therefor in Section 7(k). 
 (xx) “Copyrights” means any and all rights in any works of authorship, including (A) copyrights and moral rights, (B) copyright registrations and recordings thereof and all
applications in connection therewith including those listed on Schedule 2, (C) income, license fees, royalties, damages, and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses
entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (D) the right to sue for past, present, and future infringements thereof, and (E) all of each Grantor’s rights
corresponding thereto throughout the world. 
 (xxi) “Copyright Security Agreement” means each Copyright
Security Agreement executed and delivered by Grantors, or any of them, and Agent, in substantially the form of Exhibit A. 
 (xxii) “Credit Agreement” has the meaning specified therefor in the recitals to this Agreement. 

  
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 (xxiii) “Deposit Account” means a deposit account (as that term is defined
in the Code). 
 (xxiv) “Equipment” means equipment (as that term is defined in the Code). 

(xxv) “Equity Interests” has the meaning specified therefor in the Credit Agreement. 

(xxvi) “Event of Default” has the meaning specified therefor in the Credit Agreement. 

(xxvii) “Farm Products” means farm products (as that term is defined in the Code). 

(xxviii) “Fixtures” means fixtures (as that term is defined in the Code). 

(xxix) “Foreclosed Grantor” has the meaning specified therefor in Section 2(i)(iii). 

(xxx) “General Intangibles” means general intangibles (as that term is defined in the Code) and Intangibles (as that
term is defined in the PPSA), and includes payment intangibles, software, contract rights, rights to payment, rights under Hedge Agreements (including the right to receive payment on account of the termination (voluntarily or involuntarily) of such
Hedge Agreements), rights arising under common law, statutes, or regulations, choses or things in action, goodwill, Intellectual Property, Intellectual Property Licenses, purchase orders, customer lists, monies due or recoverable from pension funds,
route lists, rights to payment and other rights under any royalty or licensing agreements, including Intellectual Property Licenses, infringement claims, pension plan refunds, pension plan refund claims, insurance premium rebates, tax refunds, and
tax refund claims, interests in a partnership or limited liability company which do not constitute a security under Article 8 of the Code, and any other personal property other than Commercial Tort Claims, money, Accounts, Chattel Paper, Deposit
Accounts, goods, Investment Property, Negotiable Collateral, and oil, gas, or other minerals before extraction. 
 (xxxi)
“Grantor” and “Grantors” have the respective meanings specified therefor in the preamble to this Agreement. 
 (xxxii) “Guarantied Obligations” means all of the Obligations (including any Bank Product Obligations) now or hereafter existing, whether for principal, interest (including any interest
that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), fees (including the fees provided for in the Fee Letter), Lender Group
Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), or otherwise, and any and all
expenses (including reasonable counsel fees and expenses) incurred by Agent, any other member of the Lender Group, or any Bank Product Provider (or any of them) in enforcing any rights under the any of the Loan Documents. Without limiting the
generality of the foregoing, Guarantied Obligations shall include all 

  
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amounts that constitute part of the Guarantied Obligations and would be owed by Borrowers to Agent, any other member of the Lender Group, or any Bank Product Provider but for the fact that they
are unenforceable or not allowable, including due to the existence of a bankruptcy, reorganization, other Insolvency Proceeding or similar proceeding involving any Borrower or any guarantor. 

(xxxiii) “Guarantor” means each Grantor other than Borrowers. 

(xxxiv) “Guaranty” means the guaranty set forth in Section 2 hereof. 

(xxxv) “Insolvency Proceeding” has the meaning specified therefor in the Credit Agreement. 

(xxxvi) “Intellectual Property” means any and all Patents, Copyrights, Trademarks, trade secrets, know-how, inventions
(whether or not patentable), algorithms, software programs (including source code and object code), processes, product designs, industrial designs, blueprints, drawings, data, customer lists, URLs and domain names, specifications, documentations,
reports, catalogs, literature, and any other forms of technology or proprietary information of any kind, including all rights therein and all applications for registration or registrations thereof. 

(xxxvii) “Intellectual Property Licenses” means, with respect to any Person (the “Specified Party”),
(A) any licenses or other similar rights provided to the Specified Party in or with respect to Intellectual Property owned or controlled by any other Person, and (B) any licenses or other similar rights provided to any other Person in or
with respect to Intellectual Property owned or controlled by the Specified Party, in each case, including (x) any software license agreements (other than license agreements for commercially available off-the-shelf software that is generally
available to the public which have been licensed to a Grantor pursuant to end-user licenses), (y) the license agreements listed on Schedule 3, and (z) the right to use any of the licenses or other similar rights described in this
definition in connection with the enforcement of the Lender Group’s rights under the Loan Documents. 
 (xxxviii)
“Inventory” means inventory (as that term is defined in the Code). 
 (xxxix) “Investment
Property” means (A) any and all investment property (as that term is defined in the Code), and (B) any and all of the following (regardless of whether classified as investment property under the Code): all Pledged Interests,
Pledged Operating Agreements, and Pledged Partnership Agreements. 
 (xl) “Joinder” means each Joinder to this
Agreement executed and delivered by Agent and each of the other parties listed on the signature pages thereto, in substantially the form of Annex 1. 
 (xli) “Lender Group” has the meaning specified therefor in the Credit Agreement. 

  
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 (xlii) “Lender” and “Lenders” have the respective
meanings specified therefor in the recitals to this Agreement. 
 (xliii) “Loan Document” has the meaning
specified therefor in the Credit Agreement. 
 (xliv) “Negotiable Collateral” means letters of credit,
letter-of-credit rights, instruments, promissory notes, drafts and documents (as each such term is defined in the Code). 

(xlv) “Obligations” has the meaning specified therefor in the Credit Agreement. 

(xlvi) “Parent” has the meaning specified therefor in the recitals to this Agreement. 

(xlvii) “Patents” means patents and patent applications, including (A) the patents and patent applications listed
on Schedule 4, (B) all continuations, divisionals, continuations-in-part, re-examinations, reissues, and renewals thereof and improvements thereon, (C) all income, royalties, damages and payments now and hereafter due or payable
under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (D) the right to sue for past, present, and future
infringements thereof, and (E) all of each Grantor’s rights corresponding thereto throughout the world. 
 (xlviii)
“Patent Security Agreement” means each Patent Security Agreement executed and delivered by Grantors, or any of them, and Agent, in substantially the form of Exhibit B. 

(xlix) “Permitted Investments” has the meaning specified therefor in the Credit Agreement. 

(l) “Permitted Liens” has the meaning specified therefor in the Credit Agreement. 

(li) “Person” has the meaning specified therefor in the Credit Agreement. 

(lii) “Pledged Companies” means each Person listed on Schedule 5 as a “Pledged Company”, together with
each other Person, all or a portion of whose Equity Interests are acquired or otherwise owned by a Grantor after the Closing Date. 
 (liii) “Pledged Interests” means all of each Grantor’s right, title and interest in and to all of the Equity Interests now owned or hereafter acquired by such Grantor, regardless of
class or designation, including in each of the Pledged Companies, and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, also including any certificates representing the Equity Interests, the
right to receive any certificates representing any of the Equity Interests, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and the right to receive all dividends, distributions of
income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, and all cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in
addition to, in substitution of, on account of, or in exchange for any or all of the foregoing. 

  
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 (liv) “Pledged Interests Addendum” means a Pledged Interests Addendum
substantially in the form of Exhibit C. 
 (lv) “Pledged Notes” has the meaning specified therefor in
Section 6(i). 
 (lvi) “Pledged Operating Agreements” means all of each Grantor’s rights,
powers, and remedies under the limited liability company operating agreements of each of the Pledged Companies that are limited liability companies. 
 (lvii) “Pledged Partnership Agreements” means all of each Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are
partnerships. 
 (lviii) “PPSA” means the Personal Property Security Act (Nova Scotia) as such
legislation may be amended, renamed or replaced from time to time, and the regulations thereunder as in effect from time to time. 
 (lix) “Proceeds” has the meaning specified therefor in Section 3. 
 (lx) “PTO” means the United States Patent and Trademark Office. 

(lxi) “Real Property” means any estates or interests in real property now owned or hereafter acquired by any Grantor or
any Subsidiary of any Grantor and the improvements thereto. 
 (lxii) “Record” means information that is
inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form. 

(lxiii) “Rescission” has the meaning specified therefor in Section 7(k). 

(lxiv) “Secured Obligations” means each and all of the following: (A) all of the present and future obligations of
each of the Grantors arising from, or owing under or pursuant to, this Agreement (including the Guaranty), the Credit Agreement, or any of the other Loan Documents, (B) all Bank Product Obligations, and (C) all other Obligations of
Borrowers and all other Guarantied Obligations of each Guarantor (including, in the case of each of clauses (A), (B) and (C), reasonable attorneys’ fees and expenses and any interest, fees, or expenses that accrue after the filing of an
Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any Insolvency Proceeding). 

(lxv) “Securities Account” means a securities account (as that term is defined in the Code). 

(lxvi) “Security Interest” has the meaning specified therefor in Section 3. 

  
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 (lxvii) “Select Agendas” means Select Agendas, Corp., a Nova Scotia
unlimited liability company. 
 (lxviii) “STA” means the Securities Transfer Act (Nova Scotia) as such
legislation may be amended, renamed or replaced from time to time, and the regulations thereunder as in effect from time to time. 
 (lxix) “Supporting Obligations” means supporting obligations (as such term is defined in the Code), and includes letters of credit and guaranties issued in support of Accounts, Chattel
Paper, documents, General Intangibles, instruments or Investment Property. 
 (lxx) “Trademarks” means any and
all trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service mark applications, including (A) the trade names, registered trademarks, trademark applications, registered service
marks and service mark applications listed on Schedule 6, (B) all renewals thereof, (C) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all
licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (D) the right to sue for past, present and future infringements and dilutions thereof, (E) the goodwill of each
Grantor’s business symbolized by the foregoing or connected therewith, and (F) all of each Grantor’s rights corresponding thereto throughout the world. 
 (lxxi) “Trademark Security Agreement” means each Trademark Security Agreement executed and delivered by Grantors, or any of them, and Agent, in substantially the form of Exhibit D.

 (lxxii) “Term Loan Agent” has the meaning specified therefor in the Split Lien Intercreditor Agreement

 (lxxiii) “ULC” means a Pledged Company that is an unlimited company, unlimited liability company or
unlimited liability corporation under any ULC Laws. 
 (lxxiv) “ULC Laws” means the Companies Act (Nova
Scotia), the Business Corporations Act (Alberta), the Business Corporations Act (British Columbia) and any other present or future laws governing ULCs. 
 (lxxv) “ULC Shares” means shares, partnership interests or other Equity Interests in the capital stock of a ULC. 
 (lxxvi) “URL” means “uniform resource locator,” an internet web address. 
 (lxxvii) “VIN” has the meaning specified therefor in Section 6(l). 
 (b) Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and
“including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,”
“hereunder,” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless
otherwise specified. Any reference in this Agreement to any agreement, instrument, or document shall include all 

  
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alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on
such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein or in the Credit Agreement). The words “asset” and “property” shall be construed
to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties. Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations or the Guarantied Obligations shall
mean (i) the payment or repayment in full in immediately available funds of (A) the principal amount of, and interest accrued with respect to, all outstanding Loans, together with the payment of any premium applicable to the repayment of
the Loans, (B) all Lender Group Expenses that have accrued regardless of whether demand has been made therefor, (C) all fees or charges that have accrued hereunder or under any other Loan Document (including the Letter of Credit Fee and
the Unused Line Fee), (ii) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, (iii) in the case of obligations with respect to Bank Products (other than
Hedge Obligations), providing Bank Product Collateralization, (iv) the receipt by Agent of cash collateral in order to secure any other contingent Secured Obligations or Guarantied Obligations for which a claim or demand for payment has been
made at such time or in respect of matters or circumstances known to Agent or a Lender at the time that are reasonably expected to result in any loss, cost, damage or expense (including attorneys’ fees and legal expenses), such cash collateral
to be in such amount as Agent reasonably determines is appropriate to secure such contingent Secured Obligations or Guarantied Obligations, (v) the payment or repayment in full in immediately available funds of all other Secured Obligations or
Guarantied Obligations (as the case may be) (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Obligations) under Hedge Agreements provided by Hedge
Providers) other than (A) unasserted contingent indemnification obligations, (B) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding
without being required to be repaid or cash collateralized, and (C) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid, and (vi) the termination
of all of the Commitments of the Lenders. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

 (c) All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

 2. Guaranty. 
 (a) In recognition of the direct and indirect benefits to be received by Guarantors from the proceeds of the Revolving Loans, the issuance of the Letters of Credit, and the entering into of the Bank
Product Agreements and by virtue of the financial accommodations to be made to Borrowers, each of the Guarantors, jointly and severally, hereby unconditionally and irrevocably guarantees as a primary obligor and not merely as a surety the full and
prompt payment when due, whether upon maturity, acceleration, or otherwise, of all of the Guarantied Obligations. If any or all of the Obligations becomes due and payable, each of the Guarantors, unconditionally and irrevocably, and without the need
for demand, protest, or any other notice or 

  
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formality, promises to pay such indebtedness to Agent, for the benefit of the Lender Group and the Bank Product Providers, together with any and all reasonable expenses (including Lender Group
Expenses) that may be incurred by Agent or any other member of the Lender Group or any Bank Product Provider in demanding, enforcing, or collecting any of the Guarantied Obligations (including the enforcement of any collateral for such Obligations
or any collateral for the obligations of the Guarantors under this Guaranty). If claim is ever made upon Agent or any other member of the Lender Group or any Bank Product Provider for repayment or recovery of any amount or amounts received in
payment of or on account of any or all of the Obligations and any of Agent or any other member of the Lender Group or any Bank Product Provider repays all or part of said amount by reason of (i) any judgment, decree, or order of any court or
administrative body having jurisdiction over such payee or any of its property, or (ii) any reasonable settlement or compromise of any such claim effected by such payee with any such claimant (including any Borrower or any Guarantor), then and
in each such event, each of the Guarantors agrees that any such judgment, decree, order, settlement, or compromise shall be binding upon the Guarantors, notwithstanding any revocation (or purported revocation) of this Guaranty or other instrument
evidencing any liability of any Grantor, and the Guarantors shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

 (b) Additionally, each of the Guarantors unconditionally and irrevocably guarantees the payment of any and all of the
Obligations to Agent, for the benefit of the Lender Group and the Bank Product Providers, whether or not due or payable by any Loan Party upon the occurrence of any of the events specified in Section 8.4 or 8.5 of the Credit
Agreement, and irrevocably and unconditionally promises to pay such indebtedness to Agent, for the benefit of the Lender Group and the Bank Product Providers, without the requirement of demand, protest, or any other notice or other formality, in
lawful money of the United States. 
 (c) The liability of each of the Guarantors hereunder is primary, absolute, and
unconditional, and is independent of any security for or other guaranty of the Obligations, whether executed by any other Guarantor or by any other Person, and the liability of each of the Guarantors hereunder shall not be affected or impaired by
(i) any payment on, or in reduction of, any such other guaranty or undertaking, (ii) any dissolution, termination, or increase, decrease, or change in personnel by any Grantor, (iii) any payment made to Agent, any other member of the
Lender Group, or any Bank Product Provider on account of the Obligations which Agent, such other member of the Lender Group, or such Bank Product Provider repays to any Grantor pursuant to court order in any bankruptcy, reorganization, arrangement,
moratorium or other debtor relief proceeding (or any settlement or compromise of any claim made in such a proceeding relating to such payment), and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder
by reason of any such proceeding, or (iv) any action or inaction by Agent, any other member of the Lender Group, or any Bank Product Provider, or (v) any invalidity, irregularity, avoidability, or unenforceability of all or any part of the
Obligations or of any security therefor. 

  
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 (d) This Guaranty includes all present and future Guarantied Obligations including any
under transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional
Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Guarantied Obligations. If such a
revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (i) no such revocation shall be effective until written notice thereof has been received by Agent, (ii) no such revocation shall
apply to any Guarantied Obligations in existence on the date of receipt by Agent of such written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and
conditions thereof), (iii) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of any member of the Lender Group or any Bank Product
Provider in existence on the date of such revocation, (iv) no payment by any Guarantor, any Borrower, or from any other source, prior to the date of Agent’s receipt of written notice of such revocation shall reduce the maximum obligation
of such Guarantor hereunder, and (v) any payment by any Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the
revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of such Guarantor hereunder. This Guaranty shall be binding upon each Guarantor, its successors and
assigns and inure to the benefit of and be enforceable by Agent (for the benefit of the Lender Group and the Bank Product Providers) and its successors, transferees, or assigns. 

(e) The guaranty by each of the Guarantors hereunder is a guaranty of payment and not of collection. The obligations of each of the
Guarantors hereunder are independent of the obligations of any other Guarantor or Grantor or any other Person and a separate action or actions may be brought and prosecuted against one or more of the Guarantors whether or not action is brought
against any other Guarantor or Grantor or any other Person and whether or not any other Guarantor or Grantor or any other Person be joined in any such action or actions. Each of the Guarantors waives, to the fullest extent permitted by law, the
benefit of any statute of limitations affecting its liability hereunder or the enforcement hereof. Any payment by any Grantor or other circumstance which operates to toll any statute of limitations as to any Grantor shall operate to toll the statute
of limitations as to each of the Guarantors. 
 (f) Each of the Guarantors authorizes Agent, the other members of the Lender
Group, and the Bank Product Providers without notice or demand, and without affecting or impairing its liability hereunder, from time to time to: 
 (i) change the manner, place, or terms of payment of, or change or extend the time of payment of, renew, increase, accelerate, or alter: (A) any of the Obligations (including any increase or decrease
in the principal amount thereof or the rate of interest or fees thereon); or (B) any security therefor or any liability incurred directly or indirectly in respect thereof, and this Guaranty shall apply to the Obligations as so changed,
extended, renewed, or altered; 
 (ii) take and hold security for the payment of the Obligations and sell, exchange, release,
impair, surrender, realize upon, collect, settle, or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Obligations or any of the Guarantied Obligations (including any of the obligations of
all or any of the Guarantors under this Guaranty) incurred directly or indirectly in respect thereof or hereof, or any offset on account thereof; 

  
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 (iii) exercise or refrain from exercising any rights against any Grantor; 

(iv) release or substitute any one or more endorsers, guarantors, any Grantor, or other obligors; 

(v) settle or compromise any of the Obligations, any security therefor, or any liability (including any of those of any of the Guarantors
under this Guaranty) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Grantor to its creditors; 

(vi) apply any sums by whomever paid or however realized to any liability or liabilities of any Grantor to Agent, any other member of the
Lender Group, or any Bank Product Provider regardless of what liability or liabilities of such Grantor remain unpaid; 
 (vii)
consent to or waive any breach of, or any act, omission, or default under, this Agreement, any other Loan Document, any Bank Product Agreement, or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify, or
supplement this Agreement, any other Loan Document, any Bank Product Agreement, or any of such other instruments or agreements; or 
 (viii) take any other action that could, under otherwise applicable principles of law, give rise to a legal or equitable discharge of one or more of the Guarantors from all or part of its liabilities
under this Guaranty. 
 (g) It is not necessary for Agent, any other member of the Lender Group, or any Bank Product Provider to
inquire into the capacity or powers of any of the Guarantors or the officers, directors, partners or agents acting or purporting to act on their behalf, and any Obligations made or created in reliance upon the professed exercise of such powers shall
be Guaranteed hereunder. 
 (h) Each Guarantor jointly and severally guarantees that the Guarantied Obligations will be paid
strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any member of the Lender Group or any Bank Product
Provider with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guarantied Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligations,
irrespective of whether any action is brought against any other Guarantor or whether any other Guarantor is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be absolute and unconditional irrespective
of, and each Guarantor hereby irrevocably waives any defense it may now or hereafter have in any way relating to, any or all of the following: 
 (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; 

  
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 (ii) any change in the time, manner, or place of payment of, or in any other term of, all
or any of the Guarantied Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including any increase in the Guarantied Obligations resulting from the extension of additional credit; 

(iii) any taking, exchange, release, or non-perfection of any Lien in and to any Collateral, or any taking, release, amendment, waiver
of, or consent to departure from any other guaranty, for all or any of the Guarantied Obligations; 
 (iv) the existence of any
claim, set-off, defense, or other right that any Guarantor may have at any time against any Person, including Agent, any other member of the Lender Group, or any Bank Product Provider; 

(v) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack
of perfection, sufficiency, validity, or enforceability of the Guarantied Obligations or any security therefor; 
 (vi) any
right or defense arising by reason of any claim or defense based upon an election of remedies by any member of the Lender Group or any Bank Product Provider including any defense based upon an impairment or elimination of such Guarantor’s
rights of subrogation, reimbursement, contribution, or indemnity of such Guarantor against any other Grantor or any guarantors or sureties; 
 (vii) any change, restructuring, or termination of the corporate, limited liability company, or partnership structure or existence of any Grantor; or 

(viii) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor or any other
guarantor or surety. 
 (i) Waivers: 
 (i) Each of the Guarantors waives any right (except as shall be required by applicable statute and cannot be waived) to require Agent, any other member of the Lender Group, or any Bank Product Provider to
(i) proceed against any other Grantor or any other Person, (ii) proceed against or exhaust any security held from any other Grantor or any other Person, or (iii) protect, secure, perfect, or insure any security interest or Lien on any
property subject thereto or exhaust any right to take any action against any other Grantor, any other Person, or any collateral, or (iv) pursue any other remedy in any member of the Lender Group’s or any Bank Product Provider’s power
whatsoever. Each of the Guarantors waives any defense based on or arising out of any defense of any Grantor or any other Person, other than payment of the Obligations to the extent of such payment, based on or arising out of the disability of any
Grantor or any other Person, or the validity, legality, or unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Grantor other than payment of the Obligations to the extent of
such payment. Agent may, at the election of the Required Lenders, foreclose upon any Collateral held by Agent by one or more judicial or nonjudicial sales or other dispositions, whether or not every aspect of any such sale is commercially reasonable
or otherwise fails to comply with applicable law or may exercise any other right or remedy Agent, any other member of the Lender Group, or any Bank Product Provider may have against any Grantor or any other Person, or any security, in each case,
without affecting or impairing in any way the liability of any of the Guarantors hereunder except to the extent the Obligations have been paid. 

  
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 (ii) Each of the Guarantors waives all presentments, demands for performance, protests and
notices, including notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation, or incurring of new or additional Obligations or other financial accommodations.
Each of the Guarantors waives notice of any Default or Event of Default under any of the Loan Documents. Each of the Guarantors assumes all responsibility for being and keeping itself informed of each Grantor’s financial condition and assets
and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope, and extent of the risks which each of the Guarantors assumes and incurs hereunder, and agrees that neither Agent nor any of the other
members of the Lender Group nor any Bank Product Provider shall have any duty to advise any of the Guarantors of information known to them regarding such circumstances or risks. 

(iii) To the fullest extent permitted by applicable law, each Guarantor hereby waives: (A) any right to assert against any member of
the Lender Group or any Bank Product Provider, any defense (legal or equitable), set-off, counterclaim, or claim which each Guarantor may now or at any time hereafter have against any Borrower or any other party liable to any member of the Lender
Group or any Bank Product Provider; (B) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the
Guarantied Obligations or any security therefor; (C) any right or defense arising by reason of any claim or defense based upon an election of remedies by any member of the Lender Group or any Bank Product Provider including any defense based
upon an impairment or elimination of such Guarantor’s rights of subrogation, reimbursement, contribution, or indemnity of such Guarantor against any Borrower or other guarantors or sureties; and (D) the benefit of any statute of
limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guarantied Obligations shall similarly operate to defer
or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder. 
 (iv) No
Guarantor will exercise any rights that it may now or hereafter acquire against any Grantor or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty, including
any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of Agent, any other member of the Lender Group, or any Bank Product Provider against any Grantor or any other
guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from any Grantor or any other guarantor, directly or indirectly, in cash or
other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guarantied Obligations and all other amounts payable under this Guaranty shall have been paid in
full in cash and all of the Commitments have been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence, such amount shall be held in trust for the benefit of Agent, for the benefit of the Lender
Group and the Bank Product Providers, and 

  
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shall forthwith be paid to Agent to be credited and applied to the Guarantied Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the
terms of the Credit Agreement, or to be held as Collateral for any Guarantied Obligations or other amounts payable under this Guaranty thereafter arising. Notwithstanding anything to the contrary contained in this Guaranty, no Guarantor may exercise
any rights of subrogation, contribution, indemnity, reimbursement or other similar rights against, and may not proceed or seek recourse against or with respect to any property or asset of, any other Grantor (the “Foreclosed
Grantor”), including after payment in full of the Obligations, if all or any portion of the Obligations have been satisfied in connection with an exercise of remedies in respect of the Equity Interests of such Foreclosed Grantor whether
pursuant to this Agreement or otherwise. 
 (v) Each of the Guarantors hereby acknowledges and affirms that it understands that
to the extent the Obligations are secured by Real Property located in California, Guarantors shall be liable for the full amount of the liability hereunder notwithstanding the foreclosure on such Real Property by trustee sale or any other reason
impairing such Guarantor’s right to proceed against any Loan Party. In accordance with Section 2856 of the California Code of Civil Procedure or any similar laws of any other applicable jurisdiction, each of the Guarantors hereby waives
until such time as the Obligations have been paid in full: 
 (1) all rights of subrogation, reimbursement, indemnification, and
contribution and any other rights and defenses that are or may become available to the Guarantors by reason of Sections 2787 to 2855, inclusive, 2899, and 3433 of the California Code of Civil Procedure or any similar laws of any other
applicable jurisdiction; 
 (2) all rights and defenses that the Guarantors may have because the Obligations are secured by Real
Property located in California, meaning, among other things, that: (A) Agent, the other members of the Lender Group, and the Bank Product Providers may collect from the Guarantors without first foreclosing on any real or personal property
collateral pledged by any Borrower or any other Grantor, and (B) if Agent, on behalf of the Lender Group, forecloses on any Real Property collateral pledged by any Borrower or any other Grantor, (1) the amount of the Obligations may be
reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (2) the Lender Group may collect from the Guarantors even if, by foreclosing on the Real Property
collateral, Agent or the other members of the Lender Group have destroyed or impaired any right the Guarantors may have to collect from any other Grantor, it being understood that this is an unconditional and irrevocable waiver of any rights and
defenses the Guarantors may have because the Obligations are secured by Real Property (including, without limitation, any rights or defenses based upon Sections 580a, 580d, or 726 of the California Code of Civil Procedure or any similar laws of any
other applicable jurisdiction); and 
 (3) all rights and defenses arising out of an election of remedies by Agent, the other
members of the Lender Group, and the Bank Product Providers, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed Guarantors’ rights of subrogation and
reimbursement against any Grantor by the operation of Section 580d of the California Code of Civil Procedure or any similar laws of any other applicable jurisdiction or otherwise. 

  
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 (vi) Each of the Guarantors represents, warrants, and agrees that each of the waivers set
forth above is made with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective to the maximum extent permitted by
law. 
 (vii) Each of the Guarantors acknowledges and agrees that it is a guarantor, not a surety, under this Agreement and
hereby waives, to the maximum extent permitted by law, all rights and defenses of a guarantor or surety under the Illinois Sureties Act (740 ILCS 155/1) or any similar statute or rule of law. 

(viii) The provisions in this Section 2 which refer to certain sections of the California Civil Code are included in this
Guaranty solely out of an abundance of caution and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty. 

3. Grant of Security. Each Grantor hereby unconditionally grants, assigns (except in the case of ULC Shares), and pledges to
Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing security interest (hereinafter referred to as the “Security Interest”) in all of such
Grantor’s right, title, and interest in and to all of such Grantor’s present and after-acquired personal property, including, without limitation, the following, whether now owned or hereafter acquired or arising and wherever located (the
“Collateral”): 
 (a) all of such Grantor’s Accounts; 

(b) all of such Grantor’s Books; 
 (c) all of such Grantor’s Chattel Paper; 
 (d) all of such Grantor’s
Commercial Tort Claims; 
 (e) all of such Grantor’s Deposit Accounts; 

(f) all of such Grantor’s Equipment; 
 (g) all of such Grantor’s Farm Products; 
 (h) all of such Grantor’s
Fixtures; 
 (i) all of such Grantor’s General Intangibles; 

(j) all of such Grantor’s Inventory; 
 (k) all of such Grantor’s Investment Property; 
 (l) all of such
Grantor’s Intellectual Property and Intellectual Property Licenses; 

  
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 (m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s
Pledged Notes); 
 (n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating
Agreements and Pledged Partnership Agreements); 
 (o) all of such Grantor’s Securities Accounts; 

(p) all of such Grantor’s Supporting Obligations; 
 (q) all of such Grantor’s money, Cash Equivalents, or other assets of such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any other
member of the Lender Group; and 
 (r) all of the proceeds (as such term is defined in the Code) and products, whether tangible
or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General
Intangibles, Inventory, Investment Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license,
exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any
portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty
payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received
when Investment Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or Agent from time to time
with respect to any of the Investment Property. 
 Notwithstanding anything contained in this Agreement to the contrary, the
term “Collateral” shall not include: (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and
(z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by
Agent in consultation with Administrative Borrower) in relation to the benefits to Agent, the other members of the Lender Group, and the Bank Product Providers of the security afforded thereby (which pledge, if reasonably requested by Agent, shall
be governed by the laws of the jurisdiction of such Subsidiary); or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract,
lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement
and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, 

  
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license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that
any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit
Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and
(ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests
of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds
from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); (iii) any United States intent-to-use trademark applications to the extent that, and solely during the
period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment
to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; (iv) any consumer goods (as defined in the PPSA) of Select Agendas; or (v) the
last day of any real property lease, or any agreement to lease to which Select Agendas is now or becomes a party as lessee, provided that any such last day shall be held in trust by Select Agendas for Agent and, on the exercise by Agent of its
rights and remedies hereunder, shall be assigned by Select Agendas as directed by Agent. Notwithstanding the foregoing, Agent shall only have a security in, and not a present assignment of, any Canadian trademarks or ULC Shares forming part of the
Collateral. 
 4. Security for Secured Obligations. The Security Interest created hereby secures the payment and
performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed
by Grantors, or any of them, to Agent, the Lender Group, the Bank Product Providers or any of them, but for the fact that they are unenforceable or not allowable (in whole or in part) as a claim in an Insolvency Proceeding involving any Grantor due
to the existence of such Insolvency Proceeding. Each Grantor confirms that value has been given by the Lender Group or the Bank Product Providers or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of
this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment to the Security Interest in any of the Collateral of such Grantor. 
 5. Grantors Remain Liable. Anything herein to the contrary notwithstanding, (a) each of the Grantors shall remain liable under the contracts and agreements included in the Collateral,
including the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all of the duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Agent or any other
member of the Lender Group of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under such contracts and agreements included in the Collateral, and (c) none of the members of the Lender Group shall
have any obligation or liability under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall any of the members 

  
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of the Lender Group be obligated to perform any of the obligations or duties of any Grantors thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Until
an Event of Default shall occur and be continuing, except as otherwise provided in this Agreement, the Credit Agreement, or any other Loan Document, Grantors shall have the right to possession and enjoyment of the Collateral for the purpose of
conducting the ordinary course of their respective businesses, subject to and upon the terms hereof and of the Credit Agreement and the other Loan Documents. Without limiting the generality of the foregoing, it is the intention of the parties hereto
that record and beneficial ownership of the Pledged Interests, including all voting, consensual, dividend, and distribution rights, shall remain in the applicable Grantor until (i) the occurrence and continuance of an Event of Default (or, in
the case of pledged ULC Shares, the ULC Shares are no longer registered in the name of the applicable Grantor) and (ii) Agent has notified the applicable Grantor of Agent’s election to exercise such rights with respect to the Pledged
Interests pursuant to Section 16, except that in the case of ULC Shares, the applicable Grantor shall have the right to vote such shares and to retain for its own account any dividends or other distributions on such shares (other than to
the extent same consists of certificated Pledged Interests which shall be delivered to Agent to be held in accordance with the terms hereof) until such shares are effectively transferred in to the name of a person other than such Grantor.

 6. Representations and Warranties. In order to induce Agent to enter into this Agreement for the benefit of the Lender
Group and the Bank Product Providers, each Grantor makes the following representations and warranties to the Lender Group which shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be
applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Closing Date, and shall be true, correct, and complete, in all material respects (except that such materiality
qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date of the making of each Revolving Loan (or other extension of credit) made thereafter,
as though made on and as of the date of such Revolving Loan (or other extension of credit) (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be
true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date) and
such representations and warranties shall survive the execution and delivery of this Agreement: 
 (a) The name (within the
meaning of Section 9-503 of the Code), including any French or combined form of name, and jurisdiction of organization of each Grantor and each of its Subsidiaries is set forth on Schedule 7 (as such Schedule may be updated from time to
time to reflect changes resulting from transactions permitted under the Loan Documents). 
 (b) The chief executive office of
each Grantor and each of its Subsidiaries is located at the address indicated on Schedule 7 (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under the Loan Documents). 

(c) Each Grantor’s and each of its Subsidiaries’ tax identification numbers and organizational identification numbers, if any,
are identified on Schedule 7 (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under the Loan Documents). 

  
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 (d) As of the Closing Date, no Grantor and no Subsidiary of a Grantor holds any commercial
tort claims that exceed $250,000 in amount, except as set forth on Schedule 1. 
 (e) Set forth on Schedule 9 (as
such Schedule may be updated from time to time subject to Section 7(k)(iii) with respect to Controlled Accounts and provided that Grantors comply with Section 7(c) hereof) is a listing of all of Grantors’ and their
Subsidiaries’ Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities
Accounts maintained with such Person. 
 (f) Schedule 8 sets forth all Real Property owned by any of the Grantors as of
the Closing Date. 
 (g) As of the Closing Date: (i) Schedule 2 provides a complete and correct list of all
registered Copyrights owned by any Grantor, all applications for registration of Copyrights owned by any Grantor; (ii) Schedule 3 provides a complete and correct list of all Intellectual Property Licenses entered into by any Grantor
pursuant to which (A) any Grantor has provided any license or other rights in Intellectual Property owned or controlled by such Grantor to any other Person (other than non-exclusive software licenses granted in the ordinary course of business)
or (B) any Person has granted to any Grantor any license or other rights material to the business of such Grantor in Intellectual Property owned or controlled by such Person that is material to the business of such Grantor, including any
Intellectual Property that is incorporated in any Inventory, software, or other product marketed, sold, licensed, or distributed by such Grantor; (iii) Schedule 4 provides a complete and correct list of all Patents owned by any Grantor
and all applications for Patents owned by any Grantor; and (iv) Schedule 6 provides a complete and correct list of all registered Trademarks owned by any Grantor and all applications for registration of Trademarks owned by any Grantor.

 (h) (i) (A) each Grantor owns exclusively or holds licenses in all Intellectual Property that is necessary in or
material to the conduct of its business, and (B) all employees and contractors of each Grantor who were involved in the creation or development of any Intellectual Property for such Grantor that is necessary in or material to the business of
such Grantor have signed agreements containing assignment of Intellectual Property rights to such Grantor and obligations of confidentiality; 
 (ii) to each Grantor’s knowledge after reasonable inquiry, no Person has infringed or misappropriated or is currently infringing or misappropriating any Intellectual Property rights owned by such
Grantor, in each case, that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect; 
 (iii) (A) to each Grantor’s knowledge after reasonable inquiry, (1) such Grantor has never infringed or misappropriated and is not currently infringing or misappropriating any Intellectual
Property rights of any Person, and (2) no product manufactured, used, distributed, licensed, or sold by or service provided by such Grantor has ever infringed or misappropriated or is currently infringing or misappropriating any Intellectual


  
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Property rights of any Person, in each case, except where such infringement either individually or in the aggregate could not reasonably be expected to result in a Material Adverse Effect, and
(B) there are no infringement or misappropriation claims or proceedings pending, or to any Grantor’s knowledge after reasonable inquiry, threatened in writing against any Grantor, and no Grantor has received any written notice or other
communication of any actual or alleged infringement or misappropriation of any Intellectual Property rights of any Person, in each case, except where such infringement either individually or in the aggregate could not reasonably be expected to
result in a Material Adverse Effect; 
 (iv) to each Grantor’s knowledge after reasonable inquiry, all registered
Copyrights, registered Trademarks, and issued Patents that are owned by such Grantor and necessary in or material to the conduct of its business are valid, subsisting and enforceable and in compliance with all legal requirements, filings, and
payments and other actions that are required to maintain such Intellectual Property in full force and effect, and 
 (v) each
Grantor has taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all trade secrets owned by such Grantor that are necessary in or material to the conduct of the business of such Grantor.

 (i) This Agreement creates a valid security interest in the Collateral of each Grantor, to the extent a security interest
therein can be created under the Code, securing the payment of the Secured Obligations. Except to the extent a security interest in the Collateral cannot be perfected by the filing of a financing statement under the Code, all filings and other
actions necessary or desirable to perfect and protect such security interest have been duly taken or will have been taken upon the filing of financing statements listing each applicable Grantor, as a debtor, and Agent, as secured party, in the
jurisdictions listed next to such Grantor’s name on Schedule 11. Upon the making of such filings, Agent shall have (i) a first priority perfected security interest in the ABL Priority Collateral of each Grantor and (ii) a
second priority security interest in the Split Lien Priority Collateral, subject only to the security interest granted to the Term Loan Agent to the extent permitted under the Split Lien Intercreditor Agreement, in each case to the extent such
security interest can be perfected by the filing of a financing statement. Upon filing of any Copyright Security Agreement with the United States Copyright Office, filing of any Patent Security Agreement and any Trademark Security Agreement with the
PTO, and the filing of appropriate financing statements in the jurisdictions listed on Schedule 11, all action necessary or desirable to protect and perfect the Security Interest in and on each Grantor’s Patents, Trademarks, or
Copyrights has been taken and such perfected Security Interest is enforceable as such as against any and all creditors of and purchasers from any Grantor (subject only to the security interest granted to Term Loan Agent to the extent permitted under
the Split Lien Credit Agreement). All action by any Grantor necessary to protect and perfect such security interest on each item of Collateral has been duly taken. 
 (j) (i) Except for the Security Interest created hereby, each Grantor is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than
Permitted Liens, of the Pledged Interests indicated on Schedule 5 as being owned by such Grantor and, when acquired by such Grantor, any Pledged Interests acquired after the Closing Date; (ii) all of the Pledged Interests are duly
authorized, validly issued, fully paid and nonassessable (subject to the general assessability of shares of a ULC) and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity


  
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Interests of the Pledged Companies of such Grantor identified on Schedule 5 as supplemented or modified by any Pledged Interests Addendum or any Joinder to this Agreement; (iii) such
Grantor has the right and requisite authority to pledge, the Investment Property pledged by such Grantor to Agent as provided herein; (iv) all actions necessary or desirable to perfect and establish the priority (subject only to the Liens of
Term Loan Agent to the extent permitted pursuant to the Split Lien Intercreditor Agreement) of, or otherwise protect, Agent’s Liens in the Investment Property, and the proceeds thereof, have been duly taken, upon (A) the execution and
delivery of this Agreement; (B) the taking of possession by Agent (or its agent or designee) of any certificates representing the Pledged Interests, together with undated powers (or other documents of transfer acceptable to Agent) endorsed in
blank by the applicable Grantor; (C) the filing of financing statements in the applicable jurisdiction set forth on Schedule 11 for such Grantor with respect to the Pledged Interests of such Grantor that are not represented by
certificates, and (D) with respect to any Securities Accounts, the delivery of Control Agreements with respect thereto; and (v) each Grantor has delivered to and deposited with Agent all certificates representing the Pledged Interests
owned by such Grantor to the extent such Pledged Interests are represented by certificates, and undated powers (or other documents of transfer acceptable to Agent) endorsed in blank with respect to such certificates. None of the Pledged Interests
owned or held by such Grantor has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject. 

(k) Except as described on Schedule 6(k), no consent, approval, authorization, or other order or other action by, and no notice to or
filing with, any Governmental Authority or any other Person (other than the consents of directors which may be required in connection with the transfer of ULC Shares) is required (i) for the grant of a Security Interest by such Grantor in and
to the Collateral pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by such Grantor, or (ii) for the exercise by Agent of the voting or other rights provided for in this Agreement with respect to the
Investment Property or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition of Investment Property by laws affecting the offering and sale of securities generally and
except for consents, approvals, authorizations, or other orders or actions that have been obtained or given (as applicable) and that are still in force. Except as described on Schedule 6(k), no Intellectual Property License of any Grantor that is
necessary in or material to the conduct of such Grantor’s business requires any consent of any other Person that has not been obtained in order for such Grantor to grant the security interest granted hereunder in such Grantor’s right,
title or interest in or to such Intellectual Property License. 
 (l) Schedule 12 sets forth all motor vehicles owned by
Grantors as of the Closing Date, by model, model year, and vehicle identification number (“VIN”). 
 (m) Except
as described on Schedule 6(m), there is no default, breach, violation, or event of acceleration existing under any promissory note (as defined in the Code) constituting Collateral and pledged hereunder (each a “Pledged Note”) and no
event has occurred or circumstance exists which, with the passage of time or the giving of notice, or both, would constitute a default, breach, violation, or event of acceleration under any Pledged Note. No Grantor that is an obligee under a Pledged
Note has waived any default, breach, violation, or event of acceleration under such Pledged Note. 

  
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 (n) As to all limited liability company or partnership interests, issued under any Pledged
Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents and warrants that the Pledged Interests issued pursuant to such agreement (A) are not dealt in or traded on securities exchanges or in securities markets,
(B) do not constitute investment company securities, and (C) are not held by such Grantor in a Securities Account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing
any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant
jurisdiction; provided however, that in the case of any Grantor that is organized under the laws of Canada or a province or territory thereof, such Grantor represents and warrants that all interests in partnerships or limited liability companies are
a “security” for the purposes of the STA (if applicable); provided however, that in the case of any Grantor that is organized under the laws of Canada or a province or territory thereof, such Grantor represents and warrants that all
interests in partnerships or limited liability companies are a “security” for the purposes of the STA (if applicable). 
 7. Covenants. Each Grantor, jointly and severally, covenants and agrees with Agent that from and after the date of this Agreement and until the date of termination of this Agreement in accordance
with Section 23: 
 (a) Possession of Collateral. In the event that any Collateral, including Proceeds, is
evidenced by or consists of Negotiable Collateral, Investment Property, or Chattel Paper having an aggregate value or face amount of $250,000 or more for all such Negotiable Collateral, Investment Property, or Chattel Paper, the Grantors shall
promptly (and in any event within five (5) Business Days after acquisition thereof), notify Agent thereof, and if and to the extent that perfection or priority of Agent’s Security Interest is dependent on or enhanced by possession, the
applicable Grantor, promptly (and in any event within five (5) Business Days) after request by Agent, shall execute such other documents and instruments as shall be requested by Agent or, if applicable, endorse and deliver physical possession
of such Negotiable Collateral, Investment Property, or Chattel Paper to Agent, together with such undated powers (or other relevant document of transfer acceptable to Agent) endorsed in blank as shall be requested by Agent, and shall do such other
acts or things deemed necessary or desirable by Agent to protect Agent’s Security Interest therein; 
 (b) Chattel
Paper. 
 (i) Promptly (and in any event within five (5) Business Days) after request by Agent, each Grantor shall take
all steps reasonably necessary to grant Agent control of all electronic Chattel Paper in accordance with the Code and all “transferable records” as that term is defined in Section 16 of the Uniform Electronic Transaction Act and
Section 201 of the federal Electronic Signatures in Global and National Commerce Act as in effect in any relevant jurisdiction, to the extent that the aggregate value or face amount of such electronic Chattel Paper equals or exceeds $250,000;

 (ii) If any Grantor retains possession of any Chattel Paper or instruments (which retention of possession shall be subject to
the extent permitted hereby and by the Credit Agreement), promptly upon the request of Agent, such Chattel Paper and instruments shall be 

  
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marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the Security Interest of Wells Fargo Capital Finance, LLC, as Agent for the
benefit of the Lender Group and the Bank Product Providers”; 
 (c) Control Agreements. 

(i) Except to the extent otherwise excused by Section 7(k)(iv), each Grantor shall obtain an authenticated Control Agreement
(which may include a Controlled Account Agreement), from each bank maintaining a Deposit Account or Securities Account for such Grantor; 
 (ii) Except to the extent otherwise excused by Section 7(k)(iv), each Grantor shall obtain an authenticated Control Agreement, from each issuer of uncertificated securities, securities
intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for any Grantor, or maintaining a Securities Account for such Grantor; and 

(iii) Except to the extent otherwise excused by Section 7(k)(iv), each Grantor shall obtain an authenticated Control
Agreement with respect to all of such Grantor’s investment property; 
 (d) Letter-of-Credit Rights. If the Grantors
(or any of them) are or become the beneficiary of letters of credit having a face amount or value of $250,000 or more in the aggregate, then the applicable Grantor or Grantors shall promptly (and in any event within five (5) Business Days after
becoming a beneficiary), notify Co-Collateral Agents thereof and, promptly (and in any event within five (5) Business Days) after request by either Co-Collateral Agent, enter into a tri-party agreement with Agent and the issuer or confirming
bank with respect to letter-of-credit rights assigning such letter-of-credit rights to Agent and directing all payments thereunder to Agent’s Account, all in form and substance reasonably satisfactory to Co-Collateral Agents; 

(e) Commercial Tort Claims. If the Grantors (or any of them) obtain Commercial Tort Claims having a value, or involving an asserted
claim, in the amount of $250,000 or more in the aggregate for all Commercial Tort Claims, then the applicable Grantor or Grantors shall promptly (and in any event within five (5) Business Days of obtaining such Commercial Tort Claim), notify
Agent upon incurring or otherwise obtaining such Commercial Tort Claims and, promptly (and in any event within five (5) Business Days) after request by Agent, amend Schedule 1 to describe such Commercial Tort Claims in a manner that
reasonably identifies such Commercial Tort Claims and which is otherwise reasonably satisfactory to Agent, and hereby authorizes the filing of additional financing statements or amendments to existing financing statements describing such Commercial
Tort Claims, and agrees to do such other acts or things deemed necessary or desirable by Agent to give Agent a first priority, perfected security interest in any such Commercial Tort Claim; 

(f) Government Contracts. Other than Accounts and Chattel Paper that either (a) have an aggregate value of which does not at
any one time exceed $500,000 or (b) which are based upon purchase orders which are fully satisfied within sixty (60) days of acceptance of the same by any Grantor, if any Account or Chattel Paper arises out of a contract or contracts with


  
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the United States of America or Canada or any department, agency, or instrumentality thereof, Grantors shall promptly (and in any event within five (5) Business Days of the creation thereof)
notify Co-Collateral Agents thereof and, promptly (and in any event within five (5) Business Days) after request by either Co-Collateral Agent, execute any instruments or take any steps reasonably required by either Co-Collateral Agent in order
that all moneys due or to become due under such contract or contracts shall be assigned to Agent, for the benefit of the Lender Group and the Bank Product Providers, and shall provide written notice thereof under the Assignment of Claims Act or
other applicable law; 
 (g) Intellectual Property. 

(i) Upon the request of Agent, in order to facilitate filings with the PTO and the United States Copyright Office, each Grantor shall
execute and deliver to Agent one or more Copyright Security Agreements, Trademark Security Agreements, or Patent Security Agreements to further evidence Agent’s Lien on such Grantor’s Patents, Trademarks, or Copyrights, and the General
Intangibles of such Grantor relating thereto or represented thereby; 
 (ii) Each Grantor shall have the duty, with respect to
Intellectual Property that is individually necessary in or material to the conduct of such Grantor’s business, to protect and diligently enforce and defend at such Grantor’s expense its Intellectual Property, including (A) to
diligently enforce and defend, including promptly suing for infringement, misappropriation, or dilution and to recover any and all damages for such infringement, misappropriation, or dilution, and filing for opposition, interference, and
cancellation against conflicting Intellectual Property rights of any Person, (B) to prosecute diligently any trademark application or service mark application that is part of the Trademarks pending as of the date hereof or hereafter until the
termination of this Agreement, (C) to prosecute diligently any patent application that is part of the Patents pending as of the date hereof or hereafter until the termination of this Agreement, (D) to take all reasonable and necessary
action to preserve and maintain all of such Grantor’s Trademarks, Patents, Copyrights, Intellectual Property Licenses, and its rights therein, including paying all maintenance fees and filing of applications for renewal, affidavits of use, and
affidavits of noncontestability, and (E) to require all employees, consultants, and contractors of each Grantor who were involved in the creation or development of such Intellectual Property to sign agreements containing assignment of
Intellectual Property rights and obligations of confidentiality. Each Grantor further agrees not to abandon any Intellectual Property or Intellectual Property License that is necessary in or material to the conduct of such Grantor’s business.
Each Grantor hereby agrees to take the steps described in this Section 7(g)(ii) with respect to all new or acquired Intellectual Property to which it or any of its Subsidiaries is now or later becomes entitled that is necessary in or
material to the conduct of such Grantor’s business; 
 (iii) Grantors acknowledge and agree that the Lender Group shall
have no duties with respect to any Intellectual Property or Intellectual Property Licenses of any Grantor. Without limiting the generality of this Section 7(g)(iii), Grantors acknowledge and agree that no member of the Lender Group shall
be under any obligation to take any steps necessary to preserve rights in the Collateral consisting of Intellectual Property or Intellectual Property Licenses against any other Person, but any member of the Lender Group may do so at its option from
and after the occurrence and during the continuance of an Event of Default, and all expenses incurred in connection therewith (including reasonable fees and expenses of attorneys and other professionals) shall be for the sole account of Borrowers
and shall be chargeable to the Loan Account; 

  
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 (iv) [Reserved.] 

(v) No later than the last date of each fiscal quarter of Grantor (or, if an Event of Default has occurred and is continuing, more
frequently if requested by Agent), each Grantor shall provide Agent with a written report of all new Patents, Trademarks or Copyrights that are registered or the subject of pending applications for registrations, and of all Intellectual Property
Licenses that are material to the conduct of such Grantor’s business, in each case, which were acquired, registered, or for which applications for registration were filed by any Grantor during the prior period. In the case of such registrations
or applications therefor, which were acquired or otherwise owned by any Grantor, each such Grantor shall file the necessary documents with the appropriate Governmental Authority identifying the applicable Grantor as the owner (or as a co-owner
thereof, if such is the case) of such Intellectual Property. In each of the foregoing cases, the applicable Grantor shall promptly cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to
identify such Patent, Trademark and Copyright registrations and applications therefor and Intellectual Property Licenses as being subject to the security interests created thereunder; 

(vi) Anything to the contrary in this Agreement notwithstanding, in no event shall any Grantor, either itself or through any agent,
employee, licensee, or designee, file an application for the registration of any Copyright with the United States Copyright Office or any similar office or agency in another country without complying with Section 7(g)(i). Upon receipt
from the United States Copyright Office of notice of registration of any Copyright, each Grantor shall promptly (but in no event later than the end of the calendar month following such receipt) notify (but without duplication of any notice required
by Section 7(g)(v)) Agent of such registration by delivering, or causing to be delivered, to Agent, documentation sufficient for Agent to perfect Agent’s Liens on such Copyright. If any Grantor acquires from any Person any Copyright
registered with the United States Copyright Office or an application to register any Copyright with the United States Copyright Office, such Grantor shall promptly (but in no event later than the end of the calendar month following such acquisition)
notify Agent of such acquisition and deliver, or cause to be delivered, to Agent, documentation sufficient for Agent to perfect Agent’s Liens on such Copyright. In the case of such Copyright registrations or applications therefor which were
acquired by any Grantor, each such Grantor shall promptly (but in no event later than the end of the calendar month following such acquisition) file the necessary documents with the appropriate Governmental Authority identifying the applicable
Grantor as the owner (or as a co-owner thereof, if such is the case) of such Copyrights; 
 (vii) Each Grantor shall take
reasonable steps to maintain the confidentiality of, and otherwise protect and enforce its rights in, the Intellectual Property that is necessary in or material to the conduct of such Grantor’s business, including, as applicable
(A) protecting the secrecy and confidentiality of its confidential information and trade secrets by having and enforcing a policy requiring all current employees, consultants, licensees, vendors and contractors with access to such information
to execute appropriate confidentiality agreements; (B) taking actions reasonably necessary to ensure that no trade secret falls into the public domain; and (C) protecting the secrecy and confidentiality of the source code of all software
programs and applications of which it is the owner or licensee by having and enforcing a policy requiring any licensees (or sublicensees) of such source code to enter into license agreements with commercially reasonable use and non-disclosure
restrictions; and 

  
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 (viii) After the Closing Date, no Grantor shall enter into any Intellectual Property
License material to the conduct of the business to receive any license or rights in any Intellectual Property of any other Person unless such Grantor has used commercially reasonable efforts to permit the assignment of or grant of a security
interest in such Intellectual Property License (and all rights of Grantor thereunder) to Agent (and any transferees of Agent). 

(h) Investment Property. 
 (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of
acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests (notwithstanding the foregoing or any other provision of this Section 7(h) the limitations regarding the
pledging of equity interests of CFCs as described in the Credit Agreement shall be in full force and effect); 
 (ii) Except
with respect to ULC Shares, upon the occurrence and during the continuance of an Event of Default, following the request of either Co-Collateral Agent, all sums of money and property paid or distributed in respect of the Investment Property that are
received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received; 

(iii) Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in
respect of any Pledged Interests; 
 (iv) No Grantor shall make or consent to any amendment or other modification or waiver with
respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan
Documents; 
 (v) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all
necessary filings under federal, state, provincial, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof; 

(vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership
Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute
investment company securities, and (C) are not and will not be held by such Grantor in a securities account. As of the Closing Date, each limited liability company agreement governing the Pledged Interests shall expressly provide that such
Pledged Interests are securities governed by Article 8 of the UCC; provided however, in connection with any Grantor organized under the laws of Canada or a province or territory thereof, such Grantor covenants that all interest in partnerships and
limited liability companies shall be a “security” for the purposes of the STA (if applicable). 

  
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 (i) Real Property; Fixtures. Each Grantor covenants and agrees that upon the
acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 it will promptly (and in any event within two (2) Business Days of acquisition) notify Agent of the acquisition of such Real Property and will
grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a second priority Mortgage (subject only to the first priority Mortgage granted in favor of the Term Loan Agent to the extent permitted under the Split Lien
Intercreditor Agreement) on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to Agent, in connection with the grant of such Mortgage
as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs
(including reasonable attorneys’ fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the
manner of its attachment or affixation to real property; 
 (j) Transfers and Other Liens. Grantors shall not
(i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon
or with respect to any of the Collateral of any Grantor, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except
as expressly permitted in this Agreement or the other Loan Documents; 
 (k) Controlled Accounts; Controlled Investments.

 (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably
satisfactory to Co-Collateral Agents at one or more of the banks set forth on Schedule 11 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account
Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of
their Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks. 

(ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in
form and substance reasonably acceptable to Co-Collateral Agents. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the
disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against
the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) the Controlled Account
Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account. 

  
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 (iii) So long as no Default or Event of Default has occurred and is continuing, Borrowers
may amend Schedule 11 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 11; provided, however, that (A) such
prospective Controlled Account Bank shall be reasonably satisfactory to Co-Collateral Agents, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have
executed and delivered to Co-Collateral Agents a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as
practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account
Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Co-Collateral Agents’ reasonable judgment. 

(iv) Other than (i) an aggregate amount of not more than $100,000 at any one time, in the case of Grantors and their Subsidiaries
(other than those Subsidiaries that are CFCs), (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its
Subsidiaries’ employees, and (iii) an aggregate amount of not more than $100,000 (calculated at current exchange rates) at any one time, in the case of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its
Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or
securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments. 

(l) Name, Etc. No Grantor will, nor will any Grantor permit any of its Subsidiaries to, change its name, adopt a French or combined
name, organizational identification number, jurisdiction of organization or organizational identity; provided, that Grantor or any of its Subsidiaries may change its name upon at least 30 days prior written notice to Agent of such change.

 (m) Motor Vehicles. Promptly (and in any event within five (5) Business Days) after request by Agent, with respect
to all goods covered by a certificate of title owned by any Grantor, such Grantor shall deliver to Agent or Agent’s designee, the certificates of title for all such goods and promptly (and in any event within five (5) Business Days) after
request by Agent, such Grantor shall take all actions necessary to cause such certificates to be filed (with the Agent’s Lien noted thereon) in the appropriate state motor vehicle filing office. 

(n) Pledged Notes. Grantors (i) without the prior written consent of Agent, will not (A) waive or release any obligation
of any Person that is obligated under any of the Pledged Notes, (B) take or omit to take any action or knowingly suffer or permit any action to be omitted or taken, the taking or omission of which would result in any right of offset against
sums 

  
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payable under the Pledged Notes, or (C) other than Permitted Dispositions, assign or surrender their rights and interests under any of the Pledged Notes or terminate, cancel, modify, change,
supplement or amend the Pledged Notes, and (ii) shall provide to Agent copies of all material written notices (including notices of default) given or received with respect to the Pledged Notes promptly after giving or receiving such notice.

 (o) Financing Order. Each Grantor agrees to be bound by the terms of the Financing Order. 

8. Relation to Other Security Documents. The provisions of this Agreement shall be read and construed with the other Loan
Documents referred to below in the manner so indicated. 
 (a) Credit Agreement. In the event of any conflict between any
provision in this Agreement and a provision in the Credit Agreement, such provision of the Credit Agreement shall control. 
 (b)
Patent, Trademark, Copyright Security Agreements. The provisions of the Copyright Security Agreements, Trademark Security Agreements, and Patent Security Agreements are supplemental to the provisions of this Agreement, and nothing contained
in the Copyright Security Agreements, Trademark Security Agreements, or the Patent Security Agreements shall limit any of the rights or remedies of Agent hereunder. In the event of any conflict between any provision in this Agreement and a provision
in a Copyright Security Agreement, Trademark Security Agreement or Patent Security Agreement, such provision of this Agreement shall control. 
 9. Further Assurances. 
 (a) Each Grantor agrees that from time to time, at
its own expense, such Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that Agent may reasonably request, in order to perfect and protect the Security Interest granted hereby, to create,
perfect or protect the Security Interest purported to be granted hereby or to enable Agent to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral. 

(b) Each Grantor authorizes the filing by Agent of financing or continuation statements, or amendments thereto, and such Grantor will
execute and deliver to Agent such other instruments or notices, as Agent may reasonably request, in order to perfect and preserve the Security Interest granted or purported to be granted hereby. Each Grantor hereby waives, to the greatest extent
permitted under applicable law, notice or receipt of copies of any such statements or amendments or any verification statements in respect thereof. 
 (c) Each Grantor authorizes Agent at any time and from time to time to file, transmit, or communicate, as applicable, financing statements and amendments (i) describing the Collateral as “all
personal property of debtor”, “all personal and after-acquired personal property of debtor” or “all assets of debtor” or words of similar effect, (ii) describing the Collateral as being of equal or lesser scope or with
greater detail, or (iii) that contain any information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance. Each Grantor also hereby ratifies any and all financing statements or amendments previously filed
by Agent in any jurisdiction. 

  
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 (d) Each Grantor acknowledges that it is not authorized to file any financing statement or
amendment or termination statement with respect to any financing statement filed in connection with this Agreement without the prior written consent of Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the Code.

 10. Agent’s Right to Perform Contracts, Exercise Rights, etc. Upon the occurrence and during the continuance of
an Event of Default, Agent (or its designee), subject to the terms of then existing leases, contracts, other agreements and the Financing Order, (a) may proceed to perform any and all of the obligations of any Grantor contained in any contract,
lease, or other agreement and exercise any and all rights of any Grantor therein contained as fully as such Grantor itself could, (b) shall have the right to use any Grantor’s rights under Intellectual Property Licenses in connection with
the enforcement of Agent’s rights hereunder, including the right to prepare for sale and sell any and all Inventory and Equipment now or hereafter owned by any Grantor and now or hereafter covered by such licenses, and (c) except with
respect to ULC Shares, shall have the right to request that any Equity Interests that are pledged hereunder be registered in the name of Agent or any of its nominees. 
 11. Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor
or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, subject to the terms of then existing leases, contracts, other agreements and the Financing Order, to take any action and to execute any
instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including: 
 (a)
to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor; 

(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail
to such Grantor to that of Agent; 
 (c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable
Collateral or Chattel Paper; 
 (d) to file any claims or take any action or institute any proceedings which Agent may deem
necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral; 
 (e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor; 

  
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 (f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor,
including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to
collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and 
 (g) Agent, on behalf of the
Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the
appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. 

To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by
virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated. 

12. Agent May Perform. Subject to the Financing Order, if any Grantor fails to perform any agreement contained herein, Agent may
itself perform, or cause performance of, such agreement, and the reasonable expenses of Agent incurred in connection therewith shall be payable, jointly and severally, by Grantors. 

13. Agent’s Duties. The powers conferred on Agent hereunder are solely to protect Agent’s interest in the Collateral,
for the benefit of the Lender Group and the Bank Product Providers, and shall not impose any duty upon Agent to exercise any such powers. Except for the safe custody of any Collateral in its actual possession and the accounting for moneys actually
received by it hereunder, Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Agent shall be deemed to have exercised
reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Agent accords its own property. 

14. Collection of Accounts, General Intangibles and Negotiable Collateral. At any time upon the occurrence and during the
continuance of an Event of Default, Agent or Agent’s designee may, subject to the Financing Order, (a) notify Account Debtors of any Grantor that the Accounts, General Intangibles, Chattel Paper or Negotiable Collateral of such Grantor
have been assigned to Agent, for the benefit of the Lender Group and the Bank Product Providers, or that Agent has a security interest therein, and (b) collect the Accounts, General Intangibles and Negotiable Collateral of any Grantor directly,
and any collection costs and expenses shall constitute part of such Grantor’s Secured Obligations under the Loan Documents. 
 15. Disposition of Pledged Interests by Agent. None of the Pledged Interests existing as of the date of this Agreement are, and none of the Pledged Interests hereafter acquired on the date of
acquisition thereof will be, registered or qualified under the various federal or state securities laws of the United States and disposition thereof after an Event of Default may be restricted to one or more private (instead of public) sales in view
of the lack of such registration. Each Grantor understands that in connection with such disposition, Agent may approach only a restricted number of potential purchasers and further understands that a sale under such circumstances may yield a lower
price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant to federal and state securities laws and sold on the open market. Each Grantor, therefore, agrees that: (a) if Agent shall, pursuant to the
terms of this Agreement, 

  
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sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, Agent shall have the right to rely upon the advice and opinion of any nationally recognized brokerage or
investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Pledged Interest or any portion
thereof for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that Agent has handled the disposition in a commercially reasonable manner. For greater certainty,
the foregoing provision shall apply to ULC Shares only after a realization and re-registration contemplated by Section 5 and Section 16(c) hereof. 
 16. Voting and Other Rights in Respect of Pledged Interests. 
 (a) Except
with respect to the ULC Shares, upon the occurrence and during the continuation of an Event of Default, (i) Agent may, at its option, and without prior notice to any Grantor, and in addition to all rights and remedies available to Agent under
any other agreement, at law, in equity, or otherwise, exercise all voting rights, or any other ownership or consensual rights (including any dividend or distribution rights) in respect of the Pledged Interests owned by such Grantor, but under no
circumstances is Agent obligated by the terms of this Agreement to exercise such rights, and (ii) if Agent duly exercises its right to vote any of such Pledged Interests, each Grantor hereby appoints Agent, such Grantor’s true and lawful
ATTORNEY-IN-FACT and IRREVOCABLE PROXY to vote such Pledged Interests in any manner Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The
power-of-attorney and proxy granted hereby is coupled with an interest and shall be irrevocable until the Secured Obligations have been paid in full. 
 (b) For so long as any Grantor shall have the right to vote the Pledged Interests owned by it, such Grantor covenants and agrees that it will not, without the prior written consent of Agent, vote or take
any consensual action with respect to such Pledged Interests which would (i) materially adversely affect the rights of Agent, the other members of the Lender Group, or the Bank Product Providers, or (ii) materially adversely affect the
value of the Pledged Interests. 
 (c) Each Grantor acknowledges that certain of the Collateral of such Grantor may now or in the
future consist of ULC Shares, and that it is the intention of Agent and each Grantor that neither Agent nor any member of the Lender Group or the Bank Product Providers should under any circumstances prior to realization thereon be held to be a
“member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other Loan Document, where
a Grantor is the registered and beneficial owner of ULC Shares which are Collateral of such Grantor, such Grantor will remain the sole registered and beneficial owner of such ULC Shares until such time as such ULC Shares are effectively transferred
into the name of the Agent, any other member of the Lender Group or the Bank Product Providers, or any other Person on the books and records of the applicable ULC. Accordingly, each Grantor shall be entitled to receive and retain for its own account
any dividend on or other distribution, if any, in respect of such ULC Shares (except for any dividend or distribution comprised of any certificates representing the Pledged Interests of such Grantor, which shall be delivered to Agent to hold
hereunder) and shall have the right to vote such ULC 

  
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Shares and to control the direction, management and policies of the applicable ULC to the same extent as such Grantor would if such ULC Shares were not pledged to Agent pursuant hereto. Nothing
in this Agreement, the Credit Agreement or any other Loan Document is intended to, and nothing in this Agreement, the Credit Agreement or any other Loan Document shall, constitute Agent, any member of the Lender Group or the Bank Product Providers,
or any other Person other than the applicable Grantor, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such Grantor and further steps are
taken pursuant hereto or thereto so as to register the Agent, any member of the Lender Group or the Bank Product Providers, or such other Person, as specified in such notice, as the holder of the ULC Shares. To the extent any provision hereof or the
Credit Agreement or any other Loan Document would have the effect of constituting Agent or member of the Lender Group or the Bank Product Providers, as applicable, a member or shareholder of any ULC prior to such time, such provision shall be
severed herefrom or therefrom and shall be ineffective with respect to ULC Shares which are Collateral of any Grantor without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision
insofar as it relates to Collateral of any Grantor which is not ULC Shares. Except upon the exercise of rights of Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, the Credit Agreement or the other Loan
Documents, each Grantor shall not cause or permit, or enable a Pledged Company that is a ULC to cause or permit, Agent or member of the Lender Group or the Bank Product Providers to: (a) be registered as a shareholder or member of such Pledged
Company; (b) have any notation entered in their favour in the share register of such Pledged Company; (c) be held out as shareholders or members of such Pledged Company; (d) receive, directly or indirectly, any dividends, property or
other distributions from such Pledged Company by reason of Agent holding the Security Interests over the ULC Shares; or (e) act as a shareholder or member of such Pledged Company, or exercise any rights of a shareholder or member including the
right to attend a meeting of shareholders or members of such Pledged Company or to vote its ULC Shares. 
 17. Remedies.
Upon the occurrence and during the continuance of an Event of Default, subject to the limitations of Section 16(c) above and the requirements and limitations of the Financing Order: 

(a) Agent may, and, at the instruction of the Required Lenders, shall exercise in respect of the Collateral, in addition to other rights
and remedies provided for herein, in the Financing Order, in the other Loan Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the Code or any other applicable law. Without limiting the
generality of the foregoing, each Grantor expressly agrees that, in any such event, Agent without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private
sale) to or upon any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), may take immediate possession of all or
any portion of the Collateral and (i) require Grantors to, and each Grantor hereby agrees that it will at its own expense and upon request of Agent forthwith, assemble all or part of the Collateral as directed by Agent and make it available to
Agent at one or more locations where such Grantor regularly maintains Inventory, and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or 

  
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more parcels at public or private sale, at any of Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as Agent may deem commercially reasonable. Each Grantor agrees
that, to the extent notification of sale shall be required by law, at least ten (10) days notification by mail to the applicable Grantor of the time and place of any public sale or the time after which any private sale is to be made shall
constitute reasonable notification and specifically such notification shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the Code. Agent shall not be obligated to make any
sale of Collateral regardless of notification of sale having been given. Agent may adjourn any public sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned. Each Grantor agrees that (A) the internet shall constitute a “place” for purposes of Section 9-610(b) of the Code and (B) to the extent notification of sale shall be required by law,
notification by mail of the URL where a sale will occur and the time when a sale will commence at least ten (10) days prior to the sale shall constitute a reasonable notification for purposes of Section 9-611(b) of the Code. Each Grantor
agrees that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and a Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the
meaning of Section 9-610 of the Code. 
 (b) Subject to the terms of the existing applicable agreements and contracts, Agent
is hereby granted a license or other right to use, without liability for royalties or any other charge, each Grantor’s Intellectual Property, including but not limited to, any labels, Patents, Trademarks, trade names, URLs, domain names,
industrial designs, Copyrights, and advertising matter, whether owned by any Grantor or with respect to which any Grantor has rights under license, sublicense, or other agreements (including any Intellectual Property License), as it pertains to the
Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of Agent. 

(c) Agent may, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it
under applicable law and without the requirement of notice to or upon any Grantor or any other Person (which notice is hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), (i) with respect to any
Grantor’s Deposit Accounts in which Agent’s Liens are perfected by control under Section 9-104 of the Code or in Canada by registering a financing statement, instruct the bank maintaining such Deposit Account for the applicable
Grantor to pay the balance of such Deposit Account to or for the benefit of Agent, and (ii) with respect to any Grantor’s Securities Accounts in which Agent’s Liens are perfected by control under Section 9-106 of the Code,
instruct the securities intermediary maintaining such Securities Account for the applicable Grantor to (A) transfer any cash in such Securities Account to or for the benefit of Agent, or (B) liquidate any financial assets in such
Securities Account that are customarily sold on a recognized market and transfer the cash proceeds thereof to or for the benefit of Agent. 
 (d) Any cash held by Agent as Collateral and all cash proceeds received by Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral shall be applied
against the Secured Obligations in the order set forth in the Credit Agreement. In the event the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for
any such deficiency. 

  
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 (e) Each Grantor hereby acknowledges that the Secured Obligations arise out of a commercial
transaction, and agrees that if an Event of Default shall occur and be continuing Agent shall have the right to an immediate writ of possession without notice of a hearing. Agent shall have the right to the appointment of a receiver,
receiver-manager, manager or receiver and manager (each a “Receiver”) for the properties and assets of each Grantor, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantor
may have thereto or the right to have a bond or other security posted by Agent. To the extent permitted by applicable law, any Receiver appointed by Agent shall (for purposes relating to responsibility for the Receiver’s acts or omissions) be
considered to be the agent of such Grantor. Agent may from time to time fix the Receiver’s remuneration and such Grantor shall pay the amount of such remuneration to Agent. Agent shall not be liable to any Grantor or any other person in
connection with appointing or not appointing a Receiver or in connection with the Receiver’s actions or omissions. 
 18.
Remedies Cumulative. Each right, power, and remedy of Agent, any other member of the Lender Group, or any Bank Product Provider as provided for in this Agreement, the other Loan Documents or any Bank Product Agreement now or hereafter
existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement, the other Loan Documents and the Bank Product Agreements or
now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Agent, any other member of the Lender Group, or any Bank Product Provider, of any one or more of such rights, powers, or
remedies shall not preclude the simultaneous or later exercise by Agent, such other member of the Lender Group or such Bank Product Provider of any or all such other rights, powers, or remedies. 

19. Marshaling. Agent shall not be required to marshal any present or future collateral security (including but not limited to the
Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect
of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, each Grantor hereby agrees that it will not invoke any
law relating to the marshaling of collateral which might cause delay in or impede the enforcement of Agent’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under
which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all
such laws. 
 20. Indemnity and Expenses. 
 (a) Each Grantor agrees to indemnify Agent and the other members of the Lender Group from and against all claims, lawsuits and liabilities (including reasonable attorneys’ fees) growing out of or
resulting from this Agreement (including enforcement of this 

  
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Agreement) or any other Loan Document to which such Grantor is a party, except claims, losses or liabilities resulting from the gross negligence or willful misconduct of the party seeking
indemnification as determined by a final non-appealable order of a court of competent jurisdiction. This provision shall survive the termination of this Agreement and the Credit Agreement and the repayment of the Secured Obligations. 

(b) Grantors, jointly and severally, shall, upon demand, pay to Agent (or Agent, may charge to the Loan Account) all the Lender Group
Expenses which Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or, upon an Event of Default, the sale of, collection from, or other realization upon, any of
the Collateral in accordance with this Agreement and the other Loan Documents, (iii) the exercise or enforcement of any of the rights of Agent hereunder or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

 21. Merger, Amendments; Etc. THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. No waiver of any provision of this Agreement, and no consent to any
departure by any Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which
given. No amendment of any provision of this Agreement shall be effective unless the same shall be in writing and signed by Agent and each Grantor to which such amendment applies. 

22. Addresses for Notices. All notices and other communications provided for hereunder shall be given in the form and manner and
delivered to Agent at its address specified in the Credit Agreement, and to any of the Grantors at their respective addresses specified in the Credit Agreement or Guaranty, as applicable, or, as to any party, at such other address as shall be
designated by such party in a written notice to the other party. 
 23. Continuing Security Interest: Assignments under
Credit Agreement. 
 (a) This Agreement shall create a continuing security interest in the Collateral and shall
(i) remain in full force and effect until the Obligations have been paid in full in accordance with the provisions of the Credit Agreement and the Commitments have expired or have been terminated, (ii) be binding upon each Grantor, and
their respective successors and assigns, and (iii) inure to the benefit of, and be enforceable by, Agent, and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), any Lender may, in accordance
with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in
respect thereof granted to such Lender herein or otherwise. Upon payment in full of the Secured Obligations in accordance with the provisions of the Credit Agreement and the expiration or termination of the Commitments, the Guaranty made and the
Security Interest granted hereby shall terminate and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto. At such time, upon Administrative Borrower’s request, Agent will authorize the filing of
appropriate termination statements to terminate such Security Interest. No transfer or renewal, extension, 

  
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assignment, or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Grantor to Agent nor any
additional Revolving Loans or other loans made by any Lender to Borrowers, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any other act of the Lender Group or the Bank
Product Providers, or any of them, shall release any Grantor from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement. Agent shall not by any act, delay, omission or
otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the extent therein set forth. A waiver by Agent of any right or remedy on any occasion shall not be
construed as a bar to the exercise of any such right or remedy which Agent would otherwise have had on any other occasion. 
 (b)
Each Grantor agrees that, if any payment made by any Grantor or other Person and applied to the Secured Obligations is at any time annulled, avoided, set, aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required
to be refunded or repaid, or the proceeds of any Collateral are required to be returned by Agent or any other member of the Lender Group to such Grantor, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy
law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been
made. If, prior to any of the foregoing, (i) any Lien or other Collateral securing such Grantor’s liability hereunder shall have been released or terminated by virtue of the foregoing clause (a), or (ii) any provision of the Guaranty
hereunder shall have been terminated, cancelled or surrendered, such Lien, other Collateral or provision shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release,
discharge, impair or otherwise affect the obligations of any such Grantor in respect of any Lien or other Collateral securing such obligation or the amount of such payment. 
 24. Survival. All representations and warranties made by the Grantors in this Agreement and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall
be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any loans and issuance of any Letters of Credit, regardless of any investigation made by any such
other party or on its behalf and notwithstanding that Agent, Issuing Lender, or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any accrued interest on any loan or any fee or any other amount payable under the Credit Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as
the Commitments have not expired or terminated. 
 25. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE
PROVISION. 
 (a) THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE
PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER 

  
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OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE. 

(b) IF THE BANKRUPTCY COURT ABSTAINS FROM HEARING OR REFUSES TO EXERCISE JURISDICTION OVER ANY OF THE FOLLOWING, THE PARTIES AGREE THAT
ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE
OF NEW YORK; PROVIDED, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR
OTHER PROPERTY MAY BE FOUND. EACH GRANTOR AND AGENT WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING
IS BROUGHT IN ACCORDANCE WITH THIS SECTION 25(b). 
 (c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH GRANTOR
AND AGENT HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN,
INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). EACH GRANTOR AND AGENT REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 

(d) EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN
THE COUNTY OF NEW YORK AND THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. 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 AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY GRANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

  
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 (e) NO CLAIM MAY BE MADE BY ANY GRANTOR AGAINST THE AGENT, ANY CO-COLLATERAL AGENT, THE
SWING LENDER, ANY OTHER LENDER, ISSUING LENDER, OR THE UNDERLYING ISSUER, OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES
IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION HEREWITH, AND EACH GRANTOR HEREBY
WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR. 
 (f) IN THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE “COURT”) BY OR AGAINST ANY PARTY HERETO IN CONNECTION WITH ANY CLAIM AND THE WAIVER SET FORTH IN
SECTION 25(c) ABOVE IS NOT ENFORCEABLE IN SUCH PROCEEDING, THE PARTIES HERETO AGREE AS FOLLOWS: 
 (i) WITH THE EXCEPTION
OF THE MATTERS SPECIFIED IN SUBCLAUSE (ii) BELOW, ANY CLAIM SHALL BE DETERMINED BY A GENERAL REFERENCE PROCEEDING IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.1. THE PARTIES INTEND THIS
GENERAL REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE. VENUE FOR THE REFERENCE PROCEEDING SHALL BE IN THE COUNTY OF LOS ANGELES, CALIFORNIA. 
 (ii) THE FOLLOWING MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING: (A) NON-JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS IN REAL OR PERSONAL PROPERTY, (B) EXERCISE OF SELF-HELP
REMEDIES (INCLUDING SET-OFF OR RECOUPMENT), (C) APPOINTMENT OF A RECEIVER, AND (D) TEMPORARY, PROVISIONAL, OR ANCILLARY REMEDIES (INCLUDING WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY RESTRAINING ORDERS, OR PRELIMINARY
INJUNCTIONS). THIS AGREEMENT DOES NOT LIMIT THE RIGHT OF ANY PARTY TO EXERCISE OR OPPOSE ANY OF THE RIGHTS AND REMEDIES DESCRIBED IN CLAUSES (A) - (D) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT WAIVE THE RIGHT OF ANY PARTY TO PARTICIPATE IN A
REFERENCE PROCEEDING PURSUANT TO THIS AGREEMENT WITH RESPECT TO ANY OTHER MATTER. 
 (iii) UPON THE WRITTEN REQUEST OF ANY
PARTY, THE PARTIES SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR JUSTICE. IF THE PARTIES DO NOT AGREE UPON A REFEREE WITHIN 10 DAYS OF SUCH WRITTEN REQUEST, THEN, ANY PARTY SHALL HAVE THE RIGHT TO REQUEST THE COURT TO APPOINT A
REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 640(B). THE REFEREE SHALL BE APPOINTED TO SIT WITH ALL OF THE POWERS PROVIDED BY LAW. PENDING APPOINTMENT OF THE REFEREE, THE COURT SHALL HAVE THE POWER TO ISSUE TEMPORARY OR PROVISIONAL
REMEDIES. 

  
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 (iv) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE REFEREE SHALL DETERMINE THE
MANNER IN WHICH THE REFERENCE PROCEEDING IS CONDUCTED INCLUDING THE TIME AND PLACE OF HEARINGS, THE ORDER OF PRESENTATION OF EVIDENCE, AND ALL OTHER QUESTIONS THAT ARISE WITH RESPECT TO THE COURSE OF THE REFERENCE PROCEEDING. ALL PROCEEDINGS AND
HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL BE CONDUCTED WITHOUT A COURT REPORTER, EXCEPT WHEN ANY PARTY SO REQUESTS A COURT REPORTER AND A TRANSCRIPT IS ORDERED, A COURT REPORTER SHALL BE USED AND THE REFEREE SHALL BE PROVIDED A
COURTESY COPY OF THE TRANSCRIPT. THE PARTY MAKING SUCH REQUEST SHALL HAVE THE OBLIGATION TO ARRANGE FOR AND PAY THE COSTS OF THE COURT REPORTER, PROVIDED THAT SUCH COSTS, ALONG WITH THE REFEREE’S FEES, SHALL ULTIMATELY BE BORNE BY THE PARTY WHO
DOES NOT PREVAIL, AS DETERMINED BY THE REFEREE. 
 (v) THE REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES. THE PARTIES
HERETO SHALL BE ENTITLED TO DISCOVERY, AND THE REFEREE SHALL OVERSEE DISCOVERY IN ACCORDANCE WITH THE RULES OF DISCOVERY, AND SHALL ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY TRIAL COURT JUDGE IN PROCEEDINGS AT LAW IN THE STATE OF
CALIFORNIA. 
 (vi) THE REFEREE SHALL APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA
AND SHALL DETERMINE ALL ISSUES IN ACCORDANCE WITH CALIFORNIA SUBSTANTIVE AND PROCEDURAL LAW. THE REFEREE SHALL BE EMPOWERED TO ENTER EQUITABLE AS WELL AS LEGAL RELIEF AND RULE ON ANY MOTION WHICH WOULD BE AUTHORIZED IN A TRIAL, INCLUDING MOTIONS FOR
DEFAULT JUDGMENT OR SUMMARY JUDGMENT. THE REFEREE SHALL REPORT HIS OR HER DECISION, WHICH REPORT SHALL ALSO INCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW. THE REFEREE SHALL ISSUE A DECISION AND PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE,
SECTION 644, THE REFEREE’S DECISION SHALL BE ENTERED BY THE COURT AS A JUDGMENT IN THE SAME MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT. THE FINAL JUDGMENT OR ORDER FROM ANY APPEALABLE DECISION OR ORDER ENTERED BY THE REFEREE SHALL BE
FULLY APPEALABLE AS IF IT HAS BEEN ENTERED BY THE COURT. 
 (vii) THE PARTIES RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A
GENERAL REFERENCE PROCEEDING PURSUANT HERETO WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY HERETO KNOWINGLY AND VOLUNTARILY AND FOR THEIR
MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION SHALL APPLY TO ANY DISPUTE BETWEEN THEM THAT ARISES OUT OF OR IS RELATED TO THIS AGREEMENT. 

  
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 26. [Intentionally Omitted.] 

27. Agent. Each reference herein to any right granted to, benefit conferred upon or power exercisable by the “Agent”
shall be a reference to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers. 
 28.
Miscellaneous. 
 (a) This Agreement is a Loan Document. This Agreement may be executed in any number of counterparts and
by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart
of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by
telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding
effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis. 
 (b) Any provision of
this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of
such provision in any other jurisdiction. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision. 

(c) Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything
contained in each Section applies equally to this entire Agreement. 
 (d) Neither this Agreement nor any uncertainty or
ambiguity herein shall be construed against any member of the Lender Group or any Grantor, whether under any rule of construction or otherwise. This Agreement has been reviewed by all parties and shall be construed and interpreted according to the
ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto. 
 (e) Each
Grantor: 
 (i) acknowledges receipt of a true copy of this Agreement; and 

(ii) acknowledges receipt of a copy of all financing statements registered under the Code evidencing the Security Interests. 

(f) In the event of any inconsistency between the provisions of this Agreement or any other Loan Document and the Financing Order, the
provisions of the Financing Order shall govern. 

  
 -42-









 29. Split Lien Intercreditor Agreement. 

(a) Notwithstanding anything herein to the contrary, in the event of any conflict between any provision in this Agreement and any
provision in the Split Lien Intercreditor Agreement, such provision in the Split Lien Intercreditor Agreement shall control. 

(b) Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, any obligation of any Grantor
hereunder with respect to the delivery or control of any Collateral that constitutes Split Lien Collateral shall be deemed to be satisfied if such Grantor delivers or provides control of such Split Lien Collateral to the Term Loan Agent in
accordance with the requirements of the corresponding provision of the applicable Split Lien Document. 
 30. Canadian
Interpretation. Where the context so requires (i) all terms defined in this Agreement by reference to the “Code” or the “Uniform Commercial Code” shall also have any extended, alternative or analogous meaning given to
such term in applicable Canadian personal property security and other laws (including, without limitation, the PPSA, the STA, the Bills of Exchange Act (Canada) and the Depository Bills and Notes Act (Canada)), in all cases for the
extension, preservation or betterment of the security and rights of Agent, (ii) all references in this Agreement to “Article 8 of the Code” or “Article 8 of the Uniform Commercial Code” shall be deemed to refer also to
applicable Canadian securities transfer laws (including, without limitation, the STA), (iii) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to
the analogous documents used under applicable Canadian personal property security laws, (iv) all references to federal or state securities law of the United States shall be deemed to refer also to analogous federal and provincial securities
laws in Canada; (v) all references to the United States of America, or to any subdivision, department or agency or instrumentality thereof shall be deemed to refer also to Canada, or to any subdivision, department, agency or instrumentality
thereof; (vi) all reference in the Agreement to the United States Copyright Office or the United States Patent and Trademark Office shall be deemed to refer also to the Canadian Intellectual Property Office; and (vii) all references to
“Insolvency Proceeding” shall be deemed to refer also to any insolvency proceeding occurring in Canada or under Canadian law. 
 [signature pages follow] 

  
 -43-









 IN WITNESS WHEREOF, the undersigned parties hereto have caused this Agreement to be executed
and delivered as of the day and year first above written. 
  

									
	GRANTORS:	 		 	SCHOOL SPECIALTY, INC.
					
		 		 		 	By:	 	 
		 		 		 	Name:	 	 
		 		 		 	Title:	 	 
			
		 		 	CLASSROOMDIRECT.COM, LLC
					
		 		 		 	By:	 	 
		 		 		 	Name:	 	 
		 		 		 	Title:	 	 
			
		 		 	SPORTIME, LLC
					
		 		 		 	By:	 	 
		 		 		 	Name:	 	 
		 		 		 	Title:	 	 
			
		 		 	DELTA EDUCATION, LLC
					
		 		 		 	By:	 	 
		 		 		 	Name:	 	 
		 		 		 	Title:	 	 

 [SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT] 








									
		 		 	CHILDCRAFT EDUCATION CORP.
					
		 		 		 	By:	 	 
		 		 		 	Name:	 	 
		 		 		 	Title:	 	 
			
		 		 	BIRD-IN-HAND WOODWORKS, INC.
					
		 		 		 	By:	 	 
		 		 		 	Name:	 	 
		 		 		 	Title:	 	 
			
		 		 	CALIFONE INTERNATIONAL, INC.
					
		 		 		 	By:	 	 
		 		 		 	Name:	 	 
		 		 		 	Title:	 	 
			
		 		 	FREY SCIENTIFIC, INC.
					
		 		 		 	By:	 	 
		 		 		 	Name:	 	 
		 		 		 	Title:	 	 
			
		 		 	SAX ARTS & CRAFTS, INC.
					
		 		 		 	By:	 	 
		 		 		 	Name:	 	 
		 		 		 	Title:	 	 
			
		 		 	SELECT AGENDAS, CORP.
					
		 		 		 	By:	 	 
		 		 		 	Name:	 	 
		 		 		 	Title:	 	 

 [SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT] 








									
			
	AGENT:	 		 	WELLS FARGO CAPITAL FINANCE, LLC, a
Delaware limited liability company
					
		 		 		 	By:	 	 
		 		 		 	Name:	 	 
		 		 		 	Title:	 	 

 [SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT] 







 SCHEDULE 1 

COMMERCIAL TORT CLAIMS 

[include specific case caption or descriptions per Official Code Comment 5 to Section 9-108 of the Code] 







 SCHEDULE 2 

COPYRIGHTS 







 SCHEDULE 3 

INTELLECTUAL PROPERTY LICENSES 







 SCHEDULE 4 

PATENTS 







 SCHEDULE 5 

PLEDGED COMPANIES 
  

													
	 Name of
 Grantor
	 	 Name of Pledged
Company
	 	 Number of

Shares/Units
	  	Class of
Interests	  	Percentage
of Class
Owned	  	Percentage
of Class
Pledged	  	Certificate Nos.








 SCHEDULE 6 

TRADEMARKS 







 SCHEDULE 7 

NAME; CHIEF EXECUTIVE OFFICE; TAX IDENTIFICATION NUMBERS AND 
 ORGANIZATIONAL NUMBERS 







 SCHEDULE 8 

OWNED REAL PROPERTY 







 SCHEDULE 9 

DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS 







 SCHEDULE 10 

CONTROLLED ACCOUNT BANKS 







 SCHEDULE 11 

LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS 
  

			
	 Grantor
	  	Jurisdictions








 SCHEDULE 12 
 MOTOR VEHICLES 







 EXHIBIT A 
 COPYRIGHT SECURITY AGREEMENT 
 This COPYRIGHT SECURITY AGREEMENT (this
“Copyright Security Agreement”) is made this             day of             ,
20            , by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually
“Grantor”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with
its successors and assigns in such capacity, “Agent”). 
 W I T N E S
S E T H: 
 WHEREAS, pursuant to that certain Debtor-In-Possession Credit Agreement dated as of
January 31, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among School Specialty, Inc., a Wisconsin corporation (“Parent”),
ClassromDirect.com, LLC, a Delaware limited liability company (“ClassroomDirect”), Sportime, LLC, a Delaware limited liability company (“Sportime”), Delta Education, LLC, a Delaware limited liability company
(“Delta Education”), Premier Agendas, Inc., a Washington corporation (“Premier Agendas”), Childcraft Education Corp., a New York corporation (“Childcraft”), Bird-in-Hand Woodworks, Inc., a New
Jersey corporation (“Bird-in-Hand”), Califone International, Inc., a Delaware corporation (“Califone”; together with Parent, ClassroomDirect, Sportime, Delta Education, Premier Agendas, Childcraft and Bird-in-Hand,
the “Borrowers” and each a “Borrower”), the lenders party thereto as “Lenders” (each of such Lenders, together with its successors and permitted assigns, is referred to hereinafter as a
“Lender”), Agent, and WFCF and General Electric Capital Corporation, a Delaware corporation, as co-collateral agents (the “Co-Collateral Agents” and each a “Co-Collateral Agent”), the Lender Group
has agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; and 
 WHEREAS, the members of the Lender Group and the Bank Product Providers are willing to make the financial accommodations to Borrowers as provided for in the Credit Agreement, the other Loan Documents, and
the Bank Product Agreements, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of the Lender Group and the Bank Product Providers, that certain Guaranty and Security Agreement, dated
as of January 31, 2013 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Guaranty and Security Agreement”); and 

WHEREAS, pursuant to the Guaranty and Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the
Lender Group and the Bank Product Providers, this Copyright Security Agreement; 
 NOW, THEREFORE, in consideration of the
premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantors hereby agree as follows: 

  
 A-1









 1. DEFINED TERMS. All initially capitalized terms used but not otherwise defined
herein have the meanings given to them in the Guaranty and Security Agreement or, if not defined therein, in the Credit Agreement, and this Copyright Security Agreement shall be subject to the rules of construction set forth in
Section 1(b) of the Guaranty and Security Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis. 
 2. GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit each member of the Lender Group and each of the
Bank Product Providers, to secure the Secured Obligations, a continuing security interest (referred to in this Copyright Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and
to the following, whether now owned or hereafter acquired or arising (collectively, the “Copyright Collateral”): 
 (a) all of such Grantor’s Copyrights and Copyright Intellectual Property Licenses to which it is a party including those referred to on Schedule I; 

(b) all renewals or extensions of the foregoing; and 
 (c) all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future infringement of any Copyright or any Copyright exclusively licensed
under any Intellectual Property License, including the right to receive damages, or the right to receive license fees, royalties, and other compensation under any Copyright Intellectual Property License. 

3. SECURITY FOR SECURED OBLIGATIONS. This Copyright Security Agreement and the Security Interest created hereby secures the
payment and performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Copyright Security Agreement secures the payment of all amounts which constitute part of the
Secured Obligations and would be owed by Grantors, or any of them, to Agent, the other members of the Lender Group, the Bank Product Providers or any of them, whether or not they are unenforceable or not allowable due to the existence of an
Insolvency Proceeding involving any Grantor. 
 4. SECURITY AGREEMENT. The Security Interest granted pursuant to this
Copyright Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Providers, pursuant to the Guaranty and Security Agreement. Each Grantor hereby
acknowledges and affirms that the rights and remedies of Agent with respect to the Security Interest in the Copyright Collateral made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of
which are incorporated by reference herein as if fully set forth herein. To the extent there is any inconsistency between this Copyright Security Agreement and the Guaranty and Security Agreement, the Guaranty and Security Agreement shall control.

 5. AUTHORIZATION TO SUPPLEMENT. Grantors shall give Agent written notice at the end of the calendar month after filing
any additional application for registration of any copyright and of any additional copyright registrations granted therefor after the date hereof. Without limiting Grantors’ obligations under this Section, Grantors hereby authorize Agent
unilaterally to modify this Copyright Security Agreement by amending Schedule I to include any 

  
 A-2









 
future United States registered copyrights or applications therefor of each Grantor. Notwithstanding the foregoing, no failure to so modify this Copyright Security Agreement or amend Schedule
I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I. 
 6. COUNTERPARTS. This Copyright Security Agreement is a Loan Document. This Copyright Security Agreement may be executed in any number of counterparts and by different parties on separate
counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Copyright Security Agreement. Delivery of an executed counterpart of this
Copyright Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Copyright Security Agreement. Any party delivering an executed counterpart
of this Copyright Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Copyright Security Agreement but the failure to deliver an original executed counterpart
shall not affect the validity, enforceability, and binding effect of this Copyright Security Agreement. 
 7. CHOICE OF LAW
AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE PROVISION. THIS COPYRIGHT SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 25 OF
THE GUARANTY AND SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS. 

[signature page follows] 

  
 A-3









 IN WITNESS WHEREOF, the parties hereto have caused this Copyright Security Agreement to be
executed and delivered as of the day and year first above written. 
  

							
	GRANTORS:	 		 	 
				
		 		 	By:	 	 
		 		 	Name:	 	 
		 		 	Title:	 	 
			
		 		 	 
				
		 		 	By:	 	 
		 		 	Name:	 	 
		 		 	Title:	 	 
			
		 		 	ACCEPTED AND ACKNOWLEDGED BY:
			
	AGENT:	 		 	 WELLS FARGO CAPITAL FINANCE, LLC, a
 Delaware limited liability company

				
		 		 	By:	 	 
		 		 	Name:	 	 
		 		 	Title:	 	 

 [SIGNATURE PAGE TO COPYRIGHT SECURITY AGREEMENT] 







 SCHEDULE I 
 to 
 COPYRIGHT SECURITY AGREEMENT 

Copyright Registrations 
  

									
	 Grantor
	 	 Country
	 	 Copyright
	  	Registration No.	  	Registration Date

 Copyright Licenses 







 EXHIBIT B 

PATENT SECURITY AGREEMENT 
 This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this             day of
            , 20            , by and among the Grantors listed on the signature pages hereof (collectively, jointly and
severally, “Grantors” and each individually “Grantor”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and
the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”). 
 W I T N E S S E T H: 
 WHEREAS, pursuant to that certain Debtor-In-Possession Credit Agreement dated as of January 31, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the
“Credit Agreement”) by and among School Specialty, Inc., a Wisconsin corporation (“Parent”), ClassromDirect.com, LLC, a Delaware limited liability company (“ClassroomDirect”), Sportime, LLC, a
Delaware limited liability company (“Sportime”), Delta Education, LLC, a Delaware limited liability company (“Delta Education”), Premier Agendas, Inc., a Washington corporation (“Premier Agendas”),
Childcraft Education Corp., a New York corporation (“Childcraft”), Bird-in-Hand Woodworks, Inc., a New Jersey corporation (“Bird-in-Hand”), Califone International, Inc., a Delaware corporation
(“Califone”; together with Parent, ClassroomDirect, Sportime, Delta Education, Premier Agendas, Childcraft and Bird-in-Hand, the “Borrowers” and each a “Borrower”), the lenders party thereto as
“Lenders” (each of such Lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), Agent, and WFCF and General Electric Capital Corporation, a Delaware corporation, as
co-collateral agents (the “Co-Collateral Agents” and each a “Co-Collateral Agent”), the Lender Group has agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms
and conditions thereof; and 
 WHEREAS, the members of Lender Group and the Bank Product Providers are willing to make the
financial accommodations to Borrowers as provided for in the Credit Agreement, the other Loan Documents, and the Bank Product Agreements, but only upon the condition, among others, that the Grantors shall have executed and delivered to Agent, for
the benefit of the Lender Group and the Bank Product Providers, that certain Guaranty and Security Agreement, dated as of January 31, 2013 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated,
supplemented or otherwise modified, the “Guaranty and Security Agreement”); and 
 WHEREAS, pursuant to the
Guaranty and Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Lender Group and the Bank Product Providers, this Patent Security Agreement; 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows: 

  
 B-1









 1. DEFINED TERMS. All initially capitalized terms used but not otherwise defined
herein have the meanings given to them in the Guaranty and Security Agreement or, if not defined therein, in the Credit Agreement, and this Patent Security Agreement shall be subject to the rules of construction set forth in Section 1(b)
of the Guaranty and Security Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis. 
 2. GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit each member of the Lender Group and each of the Bank
Product Providers, to secure the Secured Obligations, a continuing security interest (referred to in this Patent Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the
following, whether now owned or hereafter acquired or arising (collectively, the “Patent Collateral”): 
 (a)
all of its Patents and Patent Intellectual Property Licenses to which it is a party including those referred to on Schedule I; 
 (b) all divisionals, continuations, continuations-in-part, reissues, reexaminations, or extensions of the foregoing; and 
 (c) all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future infringement of any Patent or any Patent exclusively licensed under
any Intellectual Property License, including the right to receive damages, or right to receive license fees, royalties, and other compensation under any Patent Intellectual Property License. 

3. SECURITY FOR SECURED OBLIGATIONS. This Patent Security Agreement and the Security Interest created hereby secures the payment
and performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Patent Security Agreement secures the payment of all amounts which constitute part of the Secured
Obligations and would be owed by Grantors, or any of them, to Agent, the other members of the Lender Group, the Bank Product Providers or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency
Proceeding involving any Grantor. 
 4. SECURITY AGREEMENT. The Security Interest granted pursuant to this Patent
Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Providers, pursuant to the Guaranty and Security Agreement. Each Grantor hereby acknowledges and
affirms that the rights and remedies of Agent with respect to the Security Interest in the Patent Collateral made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of which are incorporated
by reference herein as if fully set forth herein. To the extent there is any inconsistency between this Patent Security Agreement and the Guaranty and Security Agreement, the Guaranty and Security Agreement shall control. 

5. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new patent application or issued patent or become
entitled to the benefit of any patent application or patent for any divisional, continuation, continuation-in-part, reissue, or reexamination of any existing patent or patent application, the provisions of this Patent Security


  
 B-2









 
Agreement shall automatically apply thereto. Grantors shall give prompt notice in writing to Agent with respect to any such new patent rights. Without limiting Grantors’ obligations under
this Section, Grantors hereby authorize Agent unilaterally to modify this Patent Security Agreement by amending Schedule I to include any such new patent rights of each Grantor. Notwithstanding the foregoing, no failure to so modify this
Patent Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I. 

6. COUNTERPARTS. This Patent Security Agreement is a Loan Document. This Patent Security Agreement may be executed in any number
of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Patent Security Agreement.
Delivery of an executed counterpart of this Patent Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Patent Security Agreement. Any
party delivering an executed counterpart of this Patent Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Patent Security Agreement but the failure to deliver
an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Patent Security Agreement. 
 7. CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE PROVISION. THIS PATENT SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY
TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 25 OF THE GUARANTY AND SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS. 

[signature page follows] 

  
 B-3









 IN WITNESS WHEREOF, the parties hereto have caused this Patent Security Agreement to be
executed and delivered as of the day and year first above written. 
  

							
	GRANTORS:	 		 	 
				
		 		 	By:	 	 
		 		 	Name:	 	 
		 		 	Title:	 	 
			
		 		 	 
				
		 		 	By:	 	 
		 		 	Name:	 	 
		 		 	Title:	 	 
			
		 		 	 ACCEPTED AND ACKNOWLEDGED BY:

			
	AGENT:	 		 	 WELLS FARGO CAPITAL FINANCE, LLC, a
 Delaware limited liability company

				
		 		 	By:	 	 
		 		 	Name:	 	 
		 		 	Title:	 	 

 [SIGNATURE PAGE TO PATENT SECURITY AGREEMENT] 







 SCHEDULE I 
 to 
 PATENT SECURITY AGREEMENT 

Patents 
  

									
	 Grantor
	 	 Country
	 	 Patent
	  	Application/
Patent No.	  	Filing Date

 Patent Licenses 







 EXHIBIT C 

PLEDGED INTERESTS ADDENDUM 
 This Pledged Interests Addendum, dated as of             , 20            (this
“Pledged Interests Addendum”), is delivered pursuant to Section 7 of the Guaranty and Security Agreement referred to below. The undersigned hereby agrees that this Pledged Interests Addendum may be attached to that
certain Guaranty and Security Agreement, dated as of January 31, 2013, (as amended, restated, supplemented, or otherwise modified from time to time, the “Guaranty and Security Agreement”), made by the undersigned, together with
the other Grantors named therein, to WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as Agent. Initially capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Guaranty and
Security Agreement or, if not defined therein, in the Credit Agreement, and this Pledged Interests Addendum shall be subject to the rules of construction set forth in Section 1(b) of the Guaranty and Security Agreement, which rules of
construction are incorporated herein by this reference, mutatis mutandis. The undersigned hereby agrees that the additional interests listed on Schedule I shall be and become part of the Pledged Interests pledged by the undersigned to
Agent in the Guaranty and Security Agreement and any pledged company set forth on Schedule I shall be and become a “Pledged Company” under the Guaranty and Security Agreement, each with the same force and effect as if originally
named therein. 
 This Pledged interests Addendum is a Loan Document. Delivery of an executed counterpart of this Pledged
Interests Addendum by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Pledged Interests Addendum. If the undersigned delivers an executed counterpart of
this Pledged Interests Addendum by telefacsimile or other electronic method of transmission, the undersigned shall also deliver an original executed counterpart of this Pledged Interests Addendum but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of this Pledged Interests Addendum. 
 The
undersigned hereby certifies that the representations and warranties set forth in Section 6 of the Guaranty and Security Agreement of the undersigned are true and correct as to the Pledged Interests listed herein on and as of the date
hereof. 
 THIS PLEDGED INTERESTS ADDENDUM SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL
WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 25 OF THE GUARANTY AND SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS. 

[signature page follows] 

  
 C-1









 IN WITNESS WHEREOF, the undersigned has caused this Pledged Interests Addendum to be
executed and delivered as of the day and year first above written. 

			
	 
		
	By:	 	 
	Name:	 	 
	Title:	 	 


 [SIGNATURE PAGE TO PLEDGED INTERESTS ADDENDUM] 







 SCHEDULE I 
 to 
 PLEDGED INTERESTS ADDENDUM 

Pledged Interests 
  

											
	 Name of Grantor
	 	 Name of Pledged
Company
	 	 Number of

Shares/Units
	  	Class of Interests	  	Percentage of Class
Owned	  	Certificate Nos.








 EXHIBIT D 

TRADEMARK SECURITY AGREEMENT 
 This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this             day of
            , 20            , by and among Grantors listed on the signature pages hereof (collectively, jointly and severally,
“Grantors” and each individually “Grantor”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank
Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”). 
 W I
T N E S S E T H: 
 WHEREAS, pursuant to that certain Debtor-In-Possession Credit Agreement dated as of January 31, 2013
(as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among School Specialty, Inc., a Wisconsin corporation (“Parent”), ClassromDirect.com, LLC, a Delaware
limited liability company (“ClassroomDirect”), Sportime, LLC, a Delaware limited liability company (“Sportime”), Delta Education, LLC, a Delaware limited liability company (“Delta Education”),
Premier Agendas, Inc., a Washington corporation (“Premier Agendas”), Childcraft Education Corp., a New York corporation (“Childcraft”), Bird-in-Hand Woodworks, Inc., a New Jersey corporation
(“Bird-in-Hand”), Califone International, Inc., a Delaware corporation (“Califone”; together with Parent, ClassroomDirect, Sportime, Delta Education, Premier Agendas, Childcraft and Bird-in-Hand, the
“Borrowers” and each a “Borrowers”), the lenders party thereto as “Lenders” (each of such Lenders, together with its successors and permitted assigns, is referred to hereinafter as a
“Lender”), Agent, and WFCF and General Electric Capital Corporation, a Delaware corporation, as co-collateral agents (the “Co-Collateral Agents” and each a “Co-Collateral Agent”), the Lender Group
has agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; and 
 WHEREAS, the members of the Lender Group and the Bank Product Providers are willing to make the financial accommodations to Borrowers as provided for in the Credit Agreement, the other Loan Documents, and
the Bank Product Agreements, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of Lender Group and the Bank Product Providers, that certain Guaranty and Security Agreement, dated as
of January 31, 2013 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Guaranty and Security Agreement”); and 

WHEREAS, pursuant to the Guaranty and Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of
Lender Group and the Bank Product Providers, this Trademark Security Agreement; 
 NOW, THEREFORE, in consideration of the
premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows: 

  
 D-1









 1. DEFINED TERMS. All initially capitalized terms used but not otherwise defined
herein have the meanings given to them in the Guaranty and Security Agreement or, if not defined therein, in the Credit Agreement, and this Trademark Security Agreement shall be subject to the rules of construction set forth in
Section 1(b) of the Guaranty and Security Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis. 
 2. GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit each member of the Lender Group and each of the
Bank Product Providers, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and
to the following, whether now owned or hereafter acquired or arising (collectively, the “Trademark Collateral”): 
 (a) all of its Trademarks and Trademark Intellectual Property Licenses to which it is a party including those referred to on Schedule I; 

(b) all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark Intellectual Property
License; and 
 (c) all products and proceeds (as that term is defined in the Code) of the foregoing, including any claim by
such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark or any Trademarks exclusively licensed under any Intellectual Property License, including right to receive any damages,
(ii) injury to the goodwill associated with any Trademark, or (iii) right to receive license fees, royalties, and other compensation under any Trademark Intellectual Property License. 

3. SECURITY FOR SECURED OBLIGATIONS. This Trademark Security Agreement and the Security Interest created hereby secures the
payment and performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Trademark Security Agreement secures the payment of all amounts which constitute part of the
Secured Obligations and would be owed by Grantors, or any of them, to Agent, the other members of the Lender Group, the Bank Product Providers or any of them, whether or not they are unenforceable or not allowable due to the existence of an
Insolvency Proceeding involving any Grantor. 
 4. SECURITY AGREEMENT. The Security Interest granted pursuant to this
Trademark Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Providers, pursuant to the Guaranty and Security Agreement. Each Grantor hereby
acknowledges and affirms that the rights and remedies of Agent with respect to the Security Interest in the Trademark Collateral made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of
which are incorporated by reference herein as if fully set forth herein. To the extent there is any inconsistency between this Trademark Security Agreement and the Guaranty and Security Agreement, the Guaranty and Security Agreement shall control.


  
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 5. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new
trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto. Grantors shall give prompt notice in writing to Agent with respect to any such new trademarks or renewal or extension of any trademark registration.
Without limiting Grantors’ obligations under this Section, Grantors hereby authorize Agent unilaterally to modify this Trademark Security Agreement by amending Schedule I to include any such new trademark rights of each Grantor.
Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not
listed on Schedule I. 
 6. COUNTERPARTS. This Trademark Security Agreement is a Loan Document. This Trademark
Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall
constitute but one and the same Trademark Security Agreement. Delivery of an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an
original executed counterpart of this Trademark Security Agreement. Any party delivering an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed
counterpart of this Trademark Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Trademark Security Agreement. 

7. CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE PROVISION. THIS TRADEMARK SECURITY AGREEMENT SHALL BE
SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 25 OF THE GUARANTY AND SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS
MUTANDIS. 
 [signature page follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security Agreement to be
executed and delivered as of the day and year first above written. 
  

							
	GRANTORS:	 		 	 
				
		 		 	By:	 	 
		 		 	Name:	 	 
		 		 	Title:	 	 
			
		 		 	 
				
		 		 	By:	 	 
		 		 	Name:	 	 
		 		 	Title:	 	 
			
		 		 	 ACCEPTED AND ACKNOWLEDGED BY:

			
	AGENT:	 		 	 WELLS FARGO CAPITAL FINANCE, LLC, a
 Delaware limited liability company

				
		 		 	By:	 	 
		 		 	Name:	 	 
		 		 	Title:	 	 

 [SIGNATURE PAGE TO TRADEMARK SECURITY AGREEMENT] 







 SCHEDULE I 
 to 
 TRADEMARK SECURITY AGREEMENT 

Trademark Registrations/Applications 
  

									
	 Grantor
	 	 Country
	 	 Mark
	  	Application/
Registration No.	  	App/Reg Date

 Trade Names 
 Common Law Trademarks 

Trademarks Not Currently In Use 
 Trademark Licenses